Contract analysis

I. Purpose of This Template This template is to be used for all new and renewed management services arrangements between Arbor Health Technologies Inc. ("AHT") — or any AHT subsidiary, controlled affiliate, or related entity — and independently owned physician practices. It replaces and supersedes all prior management services agreement forms, including the legacy form designated "AHT-MSA-2019-Rev3" and the ConnectiC

II. Approval Workflow All management services agreements using this template must be reviewed and approved by the following individuals prior to execution: (a) The General Counsel of Arbor Health Technologies Inc. (currently Patricia Yamamoto, Esq.), who shall review the agreement for legal sufficiency, regulatory compliance, and consistency with this template; and (b) The Chief Compliance Officer of Arbor Health Tec

III. Regulatory Cross-References The following federal and state statutes, regulations, and guidance documents are relevant to the drafting and administration of management services agreements under this template: Federal Statutes and Regulations: • Anti-Kickback Statute: 42 U.S.C. § 1320a-7b(b) • AKS Management Contracts Safe Harbor: 42 C.F.R. § 1001.952(d) • Stark Law (Physician Self-Referral Law): 42 U.S.C. § 1395

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" means the power to direct or cause the direction of the managem

ARTICLE II — ENGAGEMENT OF MANAGER; SCOPE OF SERVICES

Section 2.1 — Engagement. Practice hereby engages Manager, and Manager hereby accepts such engagement, to provide the Management Services described in Schedule A to Practice during the Term of this Agreement. Manager shall provide the Management Services as an independent contractor and not as an employee, agent, partner, or joint venturer of Practice. Except as expressly set forth in this Agreement, Manager shall ha

Section 2.2 — Scope of Management Services. The Management Services to be provided by Manager are described in detail in Schedule A, which is attached hereto and incorporated herein by reference. Schedule A sets forth the specific services, deliverables, service levels, and performance standards applicable to each category of Management Services. The categories of Management Services include, but are not limited to,

Section 2.3 — Exclusions from Services. Notwithstanding any other provision of this Agreement, Manager shall not provide, and shall have no responsibility for, the following: (a) Clinical services of any kind, including the diagnosis, treatment, or management of patients; (b) Medical decision-making, clinical judgment, or any activity constituting the practice of medicine under the laws of any applicable jurisdiction

Section 2.4 — Service Standards. Manager shall perform the Management Services in a professional and workmanlike manner, exercising the degree of skill, care, and diligence customarily exercised by qualified management services firms providing comparable services to similarly situated physician practices. Manager shall perform all Management Services in compliance with Applicable Law and in a manner consistent with i

Section 2.5 — Practice Independence. Nothing in this Agreement shall be construed to grant Manager any control over, or authority to direct, the clinical judgment of Practice, Practice Physicians, or any other clinical personnel of Practice. Practice shall at all times maintain independent medical judgment and exclusive control over the practice of medicine, including all decisions regarding patient care, treatment,

ARTICLE III — TERM AND TERMINATION

Section 3.1 — Initial Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of _____ (__) (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article III. [DRAFTING NOTE: To satisfy the AKS management contracts safe harbor at 42 C.F.R. § 1001.952(d)(3), the agreement must have a term of at least one (1) year. A term of one (1) to three (

Section 3.2 — Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive _____ (__) periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. Each Renewal Term shall be on the same terms and condition

Section 3.3 — Holdover. If this Agreement expires or is terminated pursuant to this Article III and Manager continues to provide Management Services to Practice (in whole or in part) with Practice's express or implied acquiescence, such continuation shall constitute a month-to-month holdover period on the same terms and conditions as those in effect immediately prior to such expiration or termination (including the M

Section 3.4 — Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if: (a) The other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail; (b) The other Party (i) becomes the subje

Section 3.5 — Termination Without Cause. Either Party may terminate this Agreement without cause upon one hundred twenty (120) days' prior written notice to the other Party. Upon termination without cause, all rights and obligations of the Parties shall terminate as of the effective date of such termination, except as otherwise provided in Section 3.7.

Section 3.6 — Termination for Regulatory Non-Compliance. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party if such Party determines, in good faith and after consultation with qualified legal counsel, that continued performance of this Agreement would reasonably be expected to result in a violation of Applicable Law, including the AKS, the Stark Law, or any applic

Section 3.7 — Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) Wind-Down of Services. Manager shall cooperate with Practice to effect an orderly transition and wind-down of the Management Services. Manager shall continue to provide transition assistance for a period of up to sixty (60) days following the effective date of termination (the "Transition Period"), at Practic

Section 4.1 — Management Fee. As full compensation for the Management Services provided by Manager during the Term, Practice shall pay Manager the Management Fee as set forth below. The Parties shall select one of the following two alternative fee structures by marking the applicable alternative below. The selected alternative shall be further detailed in Schedule B. ALTERNATIVE A — FIXED MONTHLY MANAGEMENT FEE Pract

Section 4.2 — FMV Certification. The Management Fee (whether under Alternative A or Alternative B) has been determined to reflect Fair Market Value for the Management Services described in Schedule A, as substantiated by the following FMV documentation: Independent FMV opinion from ___________ dated _____; Internal FMV benchmarking analysis dated _____, prepared in accordance with AHT's Fair Market Value Determinatio

Section 4.3 — Commercial Reasonableness. The Parties acknowledge and agree that this Agreement, and each of the arrangements contemplated hereby, is commercially reasonable, that it furthers a legitimate business purpose, and that it would be entered into by reasonable parties of similar type and under similar circumstances, even if no referrals were made between the Parties or their respective Affiliates. The Manage

Section 4.4 — No Referral-Based Adjustment. The Management Fee shall not be adjusted or modified based on, and shall not take into account, the volume or value of referrals or other business generated between Practice, Practice Physicians, Manager, Manager's Affiliates, or any other person or entity. No bonus, incentive payment, discount, rebate, forgiveness of amounts owed, or other remuneration of any kind shall be

Section 4.5 — Payment Terms. Manager shall submit invoices to Practice on a monthly basis, on or before the fifteenth (15th) day of each calendar month for Management Services rendered during the immediately preceding calendar month. Each invoice shall include reasonable detail regarding the services provided and the calculation of the Management Fee for the applicable period, including, if Alternative B is selected,

Section 4.6 — Taxes. Each Party shall be solely responsible for its own tax obligations arising from or related to this Agreement, including all federal, state, and local income taxes, self-employment taxes, sales and use taxes, and any other applicable taxes. Practice shall not withhold any amounts from Management Fee payments with respect to income taxes, employment taxes, or any other taxes on behalf of Manager. M

Section 4.7 — Records of Fee Determination. Manager shall maintain complete and accurate documentation of the methodology used to determine the Management Fee, including all FMV opinions, benchmark data, comparable transaction analyses, internal FMV analyses, market surveys, and any other supporting documentation, for a period of not less than ten (10) years following the termination or expiration of this Agreement.

ARTICLE V — REFERRAL INDEPENDENCE AND STARK LAW SAFEGUARDS

Section 5.1 — No Referral Requirement. Nothing in this Agreement requires, induces, encourages, or obligates Practice or any Practice Physician to refer patients to Manager, Manager's Affiliates, or any other person or entity. Practice and Practice Physicians retain complete freedom and unfettered discretion regarding the referral of patients for any services, including Designated Health Services and Ancillary Servic

Section 5.2 — Disclosure of Available Ancillary Services. The Parties acknowledge that Manager or Manager's Affiliates may provide or arrange for the provision of certain Ancillary Services, including laboratory services, diagnostic imaging services, and physical therapy services. If Practice Physicians elect, in the exercise of their independent clinical judgment, to refer patients for services that are available fr

Section 5.3 — Indirect Compensation Arrangement Safeguards. (a) The Parties acknowledge that the financial relationship between Manager and Practice, when combined with a financial relationship between Practice and Practice Physicians (e.g., employment or independent contractor agreements), may constitute an "indirect compensation arrangement" as defined in 42 C.F.R. § 411.354(c) if there is an unbroken chain of fina

Section 5.4 — Referral Tracking and Monitoring. Manager shall implement and maintain a system for tracking referral patterns from Practice Physicians to Manager-affiliated Ancillary Services. The procedures for such referral tracking and monitoring are set forth in Exhibit A attached hereto and incorporated herein by reference. Manager's Compliance Officer (or designee) shall review referral data at least quarterly t

Section 5.5 — Prohibition on Conditioning Services on Referrals. Manager shall not condition the provision, scope, quality, timeliness, or pricing of Management Services on the volume or value of referrals from Practice or Practice Physicians to Manager, Manager's Affiliates, or any other person or entity. Manager shall not withhold, reduce, delay, or threaten to withhold, reduce, or delay Management Services, or imp

ARTICLE VI — ANTI-KICKBACK STATUTE SAFE HARBOR COMPLIANCE

Section 6.1 — Safe Harbor Intent. The Parties intend this Agreement to satisfy all elements of the AKS management contracts safe harbor set forth at 42 C.F.R. § 1001.952(d), as amended by the AKS Safe Harbor Modernization Final Rule (85 Fed. Reg. 77684, effective January 19, 2021). The Parties shall interpret and perform this Agreement consistently with such intent. In the event of any ambiguity in the terms of this

Section 6.2 — Safe Harbor Elements. The Parties represent, warrant, and agree that this Agreement satisfies each of the following elements of the management contracts safe harbor at 42 C.F.R. § 1001.952(d): (a) Written Agreement. This Agreement is set out in writing and is signed by both Parties (42 C.F.R. § 1001.952(d)(1)); (b) Specification of Services. This Agreement specifies the Management Services to be provide

Section 6.3 — State Law Compliance. In addition to compliance with the federal AKS and its safe harbors, the Parties shall comply with all applicable state anti-kickback statutes and referral fee prohibitions, including, without limitation: (a) Connecticut Referral Fee Prohibition. For Practice locations in the State of Connecticut, the Parties shall comply with Conn. Gen. Stat. § 20-7a(d), which prohibits the paymen

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Manager Representations. Manager represents and warrants to Practice as of the Effective Date, and on a continuing basis during the Term, as follows: (a) Manager is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate or organizational power to conduct its business as presently conducted; (b) Manager has full power and

Section 7.2 — Practice Representations. Practice represents and warrants to Manager as of the Effective Date, and on a continuing basis during the Term, as follows: (a) Practice is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate or organizational power to conduct its business as presently conducted; (b) Practice has full power

ARTICLE VIII — COMPLIANCE OBLIGATIONS

Section 8.1 — Compliance with Applicable Law. Both Parties shall comply with all Applicable Law in performing their respective obligations under this Agreement, including, without limitation, the AKS, the Stark Law, HIPAA, HITECH, applicable state anti-kickback and referral fee prohibitions, applicable state laws governing the corporate practice of medicine, and all regulations, rules, and guidance promulgated thereu

Section 8.2 — Compliance Training. Manager shall make available to Practice and Practice Physicians compliance training materials covering the AKS, the Stark Law, applicable state fraud and abuse laws, and the terms and conditions of this Agreement, including the referral independence provisions of Article V. Such training materials shall be updated as necessary to reflect changes in Applicable Law or regulatory guid

Section 8.3 — Compliance Reporting. Either Party shall promptly notify the other Party's designated compliance officer in writing if it becomes aware of any actual or suspected violation of Applicable Law arising from or related to this Agreement, including any conduct that may constitute a violation of the AKS, the Stark Law, HIPAA, or any applicable state anti-kickback or referral fee prohibition. Such notice shall

Section 8.4 — Exclusion Screening. Manager shall screen all Manager Personnel who are directly or indirectly involved in providing Management Services under this Agreement against the following databases: (i) the Office of Inspector General List of Excluded Individuals/Entities ("LEIE"), and (ii) the General Services Administration System for Award Management ("SAM") database. Such screening shall be conducted (a) pr

Section 8.5 — Annual Compliance Certification. No less frequently than annually, on or before the anniversary of the Effective Date, each Party shall execute and deliver to the other Party a written compliance certification substantially in the form attached as Schedule D. Each annual compliance certification shall confirm, among other things, that (a) the certifying Party remains in compliance with the terms of this

ARTICLE IX — AUDIT AND ACCESS RIGHTS

Section 9.1 — Manager Audit Rights. Manager shall have the right, upon not less than fifteen (15) business days' prior written notice to Practice, to audit, inspect, and copy Practice's books, records, and documents solely to the extent necessary to (a) veri