Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Business" means the outpatient rehabilitation and behavioral health business and the related assets acquired by Recipient under the APA, including without limitation the Facilities, the Transferred Employees, the Assumed Contracts, and the intellectual property transferred pursuant to the intel

Section 1.2 — APA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. For the avoidance of doubt, the following terms shall have the meanings set forth in the APA: "Assumed Contracts," "Earnout Agreement," "Escrow Agreement," "Excluded Liabilities," "Intellectual Property Assignment Agreement," "Transaction Documents," a

Section 1.3 — Interpretation. Unless the context otherwise requires: (a) References to "Articles," "Sections," and "Schedules" are to Articles, Sections, and Schedules of this Agreement, unless otherwise specified. (b) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. (c) The words "include," "includes," and

Section 2.1 — Provision of Services. Commencing on the Service Commencement Date and continuing through the Service Period, Provider agrees to provide, or cause to be provided, to Recipient the transitional services described in Schedule A attached hereto (collectively, the "Services"). The Services shall be provided in a manner substantially consistent with the manner and level of quality at which such services were

Section 2.2 — Service Categories. The Services shall be organized into the following categories, with detailed descriptions, durations, fees, and dependencies as set forth in Schedule A: (a) Financial and Accounting Services. General ledger maintenance and monthly close support for the Acquired Business; accounts payable processing (including trade payables assumed under the APA); accounts receivable processing and c

Section 2.3 — Service Coordinators. Each Party shall designate a representative to serve as the primary point of contact for day-to-day management, coordination, and oversight of the Services (each, a "Service Coordinator"). As of the Effective Date: (a) The Provider Representative and Service Coordinator for Provider shall be Elaine Whitfield-Torres, Chief Clinical Officer, Cardinal Peak Industries, Inc. (b) The Rec

Section 2.4 — Standard of Service. Provider shall perform the Services with the same degree of care, skill, and diligence as Provider exercised in performing such functions for its own business and for the Acquired Business during the twelve (12)-month period immediately preceding the Closing Date. Without limiting the foregoing, Provider shall comply with all applicable laws, rules, and regulations in the performanc

Section 2.5 — Provider Personnel. Provider shall make available Provider Personnel with appropriate qualifications and experience to perform the Services. Provider retains full authority over the employment, assignment, reassignment, compensation, discipline, and termination of all Provider Personnel, and all such Provider Personnel shall at all times remain employees or contractors of Provider (and not of Recipient)

Section 2.6 — Cooperation. Recipient shall reasonably cooperate with Provider in connection with Provider's provision of the Services, including by (a) providing timely and accurate information, data, and documentation reasonably required by Provider to perform the Services; (b) granting Provider and Provider Personnel reasonable access to Recipient's systems, networks, and the Facilities to the extent necessary for

Section 2.7 — Third-Party Consents and Licenses. The Parties acknowledge that Provider's obligation to provide certain Services may be contingent upon obtaining or maintaining consents, authorizations, or licenses from third-party vendors, licensors, or other parties (each, a "Third-Party Consent"). Provider shall use commercially reasonable efforts to obtain or maintain any Third-Party Consents necessary for the pro

Section 2.8 — Excluded Services. Provider is not obligated to provide, and this Agreement does not cover, any services that are not expressly described in Schedule A. Without limiting the generality of the foregoing, the following are expressly excluded from the scope of the Services: (a) Legal advisory services, including litigation support, regulatory counsel, or legal compliance advice (other than the factual regu

ARTICLE III — SERVICE PERIOD AND TERMINATION

Section 3.1 — Service Period. The Services shall commence on July 1, 2024 (the "Service Commencement Date") and, unless earlier terminated in accordance with this Article III, shall continue through March 31, 2025 (the "Expiration Date"), a period of nine (9) months following the Closing Date. Individual Services or categories of Services may have shorter durations as specified in Schedule A, and each such Service sh

Section 3.2 — Early Termination of Individual Services by Recipient. Recipient may terminate any individual Service or category of Services at any time upon not less than thirty (30) days' prior written notice to Provider, which notice shall identify the specific Service(s) to be terminated and the requested effective date of termination. Upon the effective date of such termination, Provider's obligation to provide t

Section 3.3 — Termination for Cause. Either Party may terminate this Agreement, in whole or with respect to any individual Service(s), upon thirty (30) days' prior written notice to the other Party if the other Party has materially breached any of its obligations under this Agreement and has failed to cure such breach within such thirty (30)-day notice period. The notice of termination shall describe the material bre

Section 3.4 — Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party (a) files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent; (b) files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal

Section 3.5 — Effect of Termination. Upon termination or expiration of this Agreement (in whole or in part): (a) Provider's obligation to provide the terminated or expired Services shall cease as of the effective date of termination or expiration. (b) All accrued payment obligations of Recipient for Services performed through the effective date of termination or expiration shall survive and remain payable in accordan

Section 3.6 — Extension. Recipient may request a one-time extension of the Service Period with respect to any individual Service for an additional period of up to three (3) months (through June 30, 2025) by delivering written notice to Provider no later than sixty (60) days prior to the then-applicable expiration date for such Service. Any such extension shall be subject to Provider's prior written consent, which con

ARTICLE IV — COMPENSATION AND PAYMENT

Section 4.1 — Service Fees. In consideration of Provider's provision of the Services, Recipient shall pay Provider the Monthly Service Fees for each Service or category of Services as specified in Schedule A. The aggregate estimated Monthly Service Fee during the initial period is approximately Four Hundred Seventy-Five Thousand Dollars ($475,000) per month, subject to adjustment based on the actual Services utilized

Section 4.2 — Invoicing. Provider shall submit monthly invoices to Recipient within fifteen (15) business days after the end of each calendar month during the Service Period. Each invoice shall include reasonable detail regarding the Services performed during the applicable month, including (a) an itemization of charges by Service category; (b) the hours, units, or other applicable measure of Services performed (to t

Section 4.3 — Payment Terms. Recipient shall pay all undisputed amounts reflected on each invoice within thirty (30) days of Recipient's receipt of such invoice. All payments shall be made by wire transfer of immediately available funds to such bank account as Provider may designate in writing from time to time. Payments not received by the due date shall bear interest from the due date until paid at the rate of the

Section 4.4 — Disputed Invoices. If Recipient disputes any amount reflected on an invoice, Recipient shall provide written notice to Provider within fifteen (15) days of receipt of the invoice, identifying the disputed amount and the basis for the dispute in reasonable detail. The undisputed portion of any invoice shall remain payable in accordance with Section 4.3 notwithstanding any such dispute. Following receipt

Section 4.5 — Out-of-Pocket Expenses. In addition to the Monthly Service Fees, Provider shall be entitled to reimbursement for reasonable, documented, out-of-pocket expenses actually incurred by Provider in connection with the provision of the Services, including without limitation third-party software license fees, shipping and courier charges, travel expenses (to the extent travel is required and pre-approved by Re

Section 4.6 — Taxes. All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any sales, use, value-added, goods and services, or similar taxes, duties, or governmental charges ("Transaction Taxes"). Recipient shall be responsible for all Transaction Taxes imposed on or with respect to the Services, other than taxes imposed on or measured by Provider's net income, capital, or franchise

Section 4.7 — Set-Off. Recipient shall not set off, deduct, or withhold any amounts owed to Provider under this Agreement against any amounts that Recipient may claim are owed by Provider under the APA, the Escrow Agreement, or otherwise, except as expressly agreed in writing by both Parties. This Section 4.7 is without prejudice to any rights or remedies that either Party may have under the APA or any other Transact

Section 5.1 — Confidential Information. As used in this Agreement, "Confidential Information" means all proprietary and confidential information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the negotiation, execution, or performance of this Agreement or the provision or receipt of the Services, whether disclosed in written, oral, electro

Section 5.2 — Obligations. The Receiving Party shall (a) protect the Confidential Information of the Disclosing Party with at least the same degree of care that the Receiving Party uses to protect its own confidential information of like nature, and in no event less than a reasonable degree of care; (b) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights unde

Section 5.3 — Exceptions. The obligations of confidentiality set forth in Section 5.2 shall not apply to any information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement; (b) was already known to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party, as

Section 5.4 — HIPAA Compliance. The Parties acknowledge and agree that the provision of certain Services under this Agreement may involve Provider's access to, use of, or creation of Protected Health Information ("PHI") on behalf of Recipient in its capacity as a covered entity under HIPAA. Provider shall comply with all applicable requirements of HIPAA, the HITECH Act, and the regulations promulgated thereunder, inc

Section 5.5 — Return and Destruction. Upon the termination or expiration of this Agreement (in whole or with respect to any individual Service), and upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's election, promptly return or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control, together with all copies, summaries

ARTICLE VI — INTELLECTUAL PROPERTY

Section 6.1 — Ownership. The Parties acknowledge and agree that, as of the Closing Date, all intellectual property rights in and to the Acquired Business, including without limitation the PeakConnect platform (U.S. Registration No. 5,412,887), associated trade names, trademarks, copyrights, patents, domain names, proprietary software, and related goodwill, are owned exclusively by Recipient pursuant to the intellectu

Section 6.2 — License to Provider. Subject to the terms and conditions of this Agreement, Recipient hereby grants to Provider a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Service Period to access and use the PeakConnect platform and other intellectual property forming part of the Acquired Business, solely to the extent necessary for Provider to perform the Services. P

Section 6.3 — CPI Corporate Name License. Consistent with the terms of the APA and the intellectual Property Assignment Agreement, Provider hereby grants to Recipient a limited, non-exclusive, non-transferable license to use the "Cardinal Peak Industries" corporate name and associated marks for a period of twelve (12) months following the Closing Date (i.e., through June 30, 2025), solely for transitional purposes in

Section 6.4 — No Other IP Rights. Except as expressly set forth in this Article VI, nothing in this Agreement shall be construed to grant either Party any right, title, interest, or license in or to the other Party's intellectual property, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by the respective owner.

ARTICLE VII — DATA PROTECTION AND PRIVACY

Section 7.1 — Data Handling. Provider shall handle, process, store, and transmit all data of Recipient, including without limitation patient data, employee data, financial data, and operational data (collectively, "Recipient Data"), in compliance with all applicable federal, state, and local laws, rules, and regulations, including without limitation HIPAA, the HITECH Act, and the privacy and data protection laws and

Section 7.2 — Security Standards. Provider shall maintain administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Recipient Data against unauthorized access, acquisition, use, disclosure, alteration, or destruction. Such safeguards shall be consistent with industry standards (including applicable NIST Cybersecurity Framework guidelines) and shall be a

Section 7.3 — Breach Notification. Provider shall notify Recipient in writing (which may include electronic mail to the Recipient Representative) within forty-eight (48) hours of Provider's discovery of any actual or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Recipient Data, or any other data breach or security incident involving Recipient Data (each, a "Security Incident").

Section 7.4 — Business Associate Agreement. The rights and obligations of the Parties with respect to the use and disclosure of Protected Health Information are further set forth in the Business Associate Agreement attached hereto as Schedule C. The BAA is incorporated herein by reference and shall govern all uses and disclosures of PHI in connection with the Services. In the event of a conflict between this Article

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date as follows: (a) Organization and Good Standing. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business a

Section 8.2 — Provider's Additional Representations. Provider additionally represents and warrants to Recipient as of the Effective Date as follows: (a) Provider has the personnel, resources, and capability to provide the Services as of the Service Commencement Date in the manner described in this Agreement and Schedule A. (b) As of the Effective Date, Provider is not aware of any pending or, to Provider's knowledge,

Section 8.3 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RESULTS. THE SERVICES ARE PROVIDED ON AN "AS-IS"

ARTICLE IX — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 9.1 — Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Recipient and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Recipient Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, settlements, penalties, fines, costs, and

Section 9.2 — Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Provider and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Provider Indemnified Parties"), from and against any and all Losses arising out of or resulting from: (a) Recipient's gross negligence or willful misconduct in connection with this Agreemen

Section 9.3 — Limitation of Liability. EXCEPT IN THE CASE OF FRAUD, WILLFUL MISCONDUCT, OR BREACHES OF ARTICLE V (CONFIDENTIALITY) OR ARTICLE VII (DATA PROTECTION AND PRIVACY): (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR DIMINUTION IN VALUE, ARI

Section 9.4 — Exclusive Remedy. Subject to the provisions of this Section 9.4, the indemnification provisions set forth in this Article IX shall be the sole and exclusive remedy of the Parties for any claims, losses, or damages arising under or relating to this Agreement. Notwithstanding the foregoing, (a) nothing in this Article IX shall preclude either Party from seeking equitable relief, including injunctive relie

ARTICLE X — DISPUTE RESOLUTION

Section 10.1 — Escalation. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof (each, a "Dispute"), shall first be referred to the Service Coordinators for resolution. The Service Coordinators shall meet (in person, by telephone, or by video conference) within five (5) business days of written notice of the Dispute and shall negotiate

Section 10.2 — Mediation. If the senior executives are unable to resolve the Dispute within thirty (30) days of escalation pursuant to Section 10.1, either Party may initiate non-binding mediation by providing written notice to the other Party. Mediation shall be conducted in Nashville, Tennessee, before a single mediator mutually agreed upon by the Parties (or, if the Parties are unable to agree on a mediator within

Section 10.3 — Litigation. If mediation is unsuccessful or if the Dispute remains unresolved within sixty (60) days of the initiation of mediation (or such longer period as the Parties may agree in writing), either Party may pursue litigation in accordance with the governing law and forum provisions of Article XI. Nothing in this Article X shall prevent either Party from seeking temporary or preliminary injunctive re

Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties acknowledge that

Section 11.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court of the State of Delaware or the United States District Court for the District of Delaware) for the purposes of any action, suit, or proceeding arising out of or