Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For p

Section 1.2 Interpretation. For purposes of this Agreement: (a) the words "hereof," "herein," "hereby," and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the word "including" means "including, without limitation"; (c) words importing the singular include the plural and vice versa; (d) words importing gender include all genders; (e

Section 2.1 Scope of Services. (a) During the term of this Agreement, the Service Provider shall provide, or cause to be provided, to the Service Recipient the Services described on Schedule A hereto. The Services consist of three categories: (i) Information Technology Services, as described in Schedule A, Part I; (ii) Accounting Services, as described in Schedule A, Part II; and (iii) Human Resources Services, as de

Section 2.2 Excluded Services. (a) Notwithstanding anything in this Agreement to the contrary, the following services are expressly excluded from the scope of the Services and the Service Provider shall have no obligation to provide any of the following: (i) strategic consulting, management consulting, or business advisory services; (ii) capital markets advisory, investment banking, or financial advisory services; (i

Section 2.3 Standard of Care. (a) The Service Provider shall perform (or cause to be performed) each Service in a professional and workmanlike manner, with the same degree of care, skill, and diligence as the Service Provider applied in performing such services for its own operations during the twelve (12)-month period immediately preceding the Closing Date (the "Historical Standard"). The Historical Standard shall s

Section 2.4 Changes to Services. (a) Either Party may request reasonable modifications to the scope of any Service by delivering a written request to the other Party's Service Coordinator describing the proposed modification in reasonable detail and the reasons therefor. (b) No modification to the scope of any Service shall become effective unless and until the Parties have agreed in writing (which may include email

ARTICLE 3 — TERM AND TERMINATION

Section 3.1 Initial Term. This Agreement shall be effective as of the Closing Date and shall remain in full force and effect until the date that is one hundred twenty (120) days after the Closing Date, i.e., August 16, 2025 (the "Initial Term"), unless earlier terminated in accordance with this Article 3 or unless individual Services are terminated earlier in accordance with Section 2.4. Upon the expiration of the In

Section 3.2 Extension of Individual Services. (a) The Service Recipient may request an extension of any individual Service (or sub-service) beyond the Initial Term for a single Extension Period of up to thirty (30) additional calendar days (through September 15, 2025, at the latest) by providing written notice to the Service Provider not fewer than twenty (20) days prior to the scheduled expiration of the Initial Ter

Section 3.3 Termination for Cause. (a) Either Party may terminate this Agreement in its entirety, or with respect to any individual Service, upon written notice to the other Party if such other Party commits a material breach of any of its obligations under this Agreement and fails to cure such breach within fifteen (15) Business Days after receipt of written notice from the non-breaching Party specifying the nature

Section 3.4 Termination for Convenience. (a) The Service Recipient may terminate this Agreement in its entirety upon thirty (30) days' prior written notice to the Service Provider at any time during the term. Such notice shall specify the effective date of termination, which shall be no earlier than the thirtieth (30th) day following delivery of such notice. (b) The Service Provider may not terminate this Agreement f

Section 3.5 Effect of Termination. (a) Upon the termination or expiration of any Service (whether individually or as a result of the termination or expiration of this Agreement as a whole), the Service Provider shall: (i) cooperate in good faith with the Service Recipient to effect an orderly wind-down of such Service; (ii) deliver to the Service Recipient all data, records, files, and other materials belonging to th

Section 4.1 Monthly Service Fees. (a) In consideration of the provision of the Services, the Service Recipient shall pay to the Service Provider the Monthly Service Fees specified on Schedule A for each category of Service, as follows: (i) Information Technology Services: One Hundred Eighty-Five Thousand Dollars ($185,000) per month; (ii) Accounting Services: Ninety-Five Thousand Dollars ($95,000) per month; and (iii

Section 4.2 Invoicing. (a) The Service Provider shall submit itemized invoices to the Service Recipient on or before the fifth (5th) Business Day following the end of each calendar month during the term of this Agreement. Each invoice shall cover the Services provided during the immediately preceding calendar month. (b) Each invoice shall include, at a minimum: (i) a breakdown of fees by Service category (Information

Section 4.3 Payment Terms. (a) The Service Recipient shall pay each undisputed invoice within thirty (30) days after receipt of such invoice in accordance with Section 4.2. Payment shall be made by wire transfer of immediately available funds to the account designated in writing by the Service Provider. (b) Any undisputed amounts not paid when due shall bear interest at the lesser of (i) one percent (1.0%) per month

Section 4.4 Taxes. (a) All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any applicable sales, use, value-added, goods and services, transfer, or similar taxes (collectively, "Transfer Taxes"), but are inclusive of the Service Provider's income taxes. For the avoidance of doubt, the Service Recipient shall not be responsible for any income, franchise, or similar taxes imposed on

Section 4.5 Out-of-Pocket Expenses. (a) Reasonable, documented out-of-pocket expenses incurred by the Service Provider in connection with the provision of the Services shall be reimbursable by the Service Recipient, provided that any single expense exceeding Five Thousand Dollars ($5,000) shall require the prior written approval of the Service Recipient's Service Coordinator before being incurred. Reimbursable out-of

Section 4.6 Audit Rights. (a) The Service Recipient shall have the right, upon not less than ten (10) Business Days' prior written notice to the Service Provider, to review and audit the Service Provider's books, records, and accounts relating to the calculation of Monthly Service Fees, out-of-pocket expenses, and any other amounts invoiced or payable under this Agreement, no more than once per calendar quarter durin

ARTICLE 5 — GOVERNANCE AND COORDINATION

Section 5.1 Service Coordinators. (a) Each Party shall designate a Service Coordinator within five (5) Business Days of the Closing Date. The Service Coordinator shall serve as the primary point of contact for the day-to-day management, oversight, and coordination of the Services and shall have the authority to make operational decisions regarding the delivery of the Services on behalf of such Party (subject to any a

Section 5.2 Regular Meetings. (a) The Service Coordinators (together with such additional representatives as each may designate) shall meet at least bi-weekly during the first sixty (60) days of the term (i.e., through June 17, 2025) and at least monthly thereafter for the remainder of the term. Meetings may be conducted in person at a mutually agreed location or via video conference (Northgate Data Systems, Calderon

Section 5.3 Escalation Procedure. (a) In the event of any dispute, disagreement, or issue arising in connection with the Services that cannot be resolved by the Service Coordinators within five (5) Business Days of the matter first being raised, such matter shall be escalated to the following senior representatives of the Parties: (i) For the Service Provider: Daniel Burch, Chief Executive Officer, MedVance Health Sy

Section 5.4 Reporting. (a) The Service Provider shall deliver to the Service Recipient a written monthly status report within five (5) Business Days after the end of each calendar month during the term. Each monthly status report shall cover the following topics: (i) a description of the Services performed during the applicable month, organized by Service category; (ii) key performance metrics and Service Level compl

Section 5.5 Migration Plan. (a) Within fifteen (15) days after the Closing Date (i.e., by May 3, 2025), the Parties shall collaborate in good faith to finalize a written Migration Plan for each category of Services. The Migration Plan shall serve as the roadmap for the orderly transition of each Service from the Service Provider's systems and personnel to the Service Recipient's own systems and personnel. (b) The Mig

ARTICLE 6 — INTELLECTUAL PROPERTY

Section 6.1 Ownership. (a) Each Party retains all right, title, and interest in and to its pre-existing intellectual property, including all patents, copyrights, trademarks, trade secrets, know-how, methodologies, tools, templates, and other proprietary materials owned by such Party as of the Closing Date or developed independently of this Agreement. (b) No license, ownership interest, or other right in or to the Ser

Section 6.2 Third-Party Software and Licenses. (a) To the extent the Services require access to or use of third-party software, platforms, or tools (including the Vertex Health Technologies Inc. platform, the Hollowell Software accounting platform, and the Ashbury & Co. HRIS platform), such access shall be provided to the Service Recipient solely during the term of this Agreement and solely for the purpose of receivi

ARTICLE 7 — CONFIDENTIALITY AND DATA PROTECTION

Section 7.1 Confidentiality Obligations. (a) Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party") received in connection with this Agreement and shall not disclose, publish, or disseminate such Confidential Information to any third party, except: (i) to the Receiving Party's officers, directors, employees, agents, advisors, and rep

Section 7.2 HIPAA Compliance. (a) To the extent the Services involve the creation, receipt, maintenance, or transmission of Protected Health Information (as defined under HIPAA), the Parties acknowledge and agree that the Business Associate Agreement entered into as of the Closing Date pursuant to Section 5.14(c) of the Purchase Agreement (the "BAA") governs the treatment of such PHI. The terms of the BAA are incorpo

Section 7.3 Data Security. (a) The Service Provider shall maintain cybersecurity controls and information security practices consistent with those in place as of the Closing Date, including, without limitation: (i) enterprise-grade firewalls and network segmentation; (ii) intrusion detection and intrusion prevention systems; (iii) encryption of data in transit (using TLS 1.2 or higher) and at rest (using AES-256 or e

Section 7.4 Data Return and Destruction. (a) Upon the termination or expiration of each Service (or this Agreement as a whole), the Service Provider shall, within thirty (30) days of the effective date of such termination or expiration: (i) return to the Service Recipient all data, records, files, and other materials belonging to the Service Recipient (including PHI) in the Service Provider's possession or control, i

ARTICLE 8 — LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 8.1 Limitation of Liability. (a) Aggregate Cap. EXCEPT AS SET FORTH IN SECTION 8.1(c), THE SERVICE PROVIDER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) TIMES THE AGGREGATE MONTHLY SERVICE FEES ACTUALLY PAID OR PAYAB

Section 8.2 Indemnification. (a) Service Provider Indemnification. The Service Provider shall indemnify, defend, and hold harmless the Service Recipient and its Affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Recipient Indemnitees"), from and against all Losses arising out of or relating to: (i) the Service Provider's gross negligence or willful

Section 8.3 Relationship to Purchase Agreement. (a) Except as expressly set forth in this Agreement, nothing in this Agreement shall limit, expand, or modify the representations, warranties, covenants, indemnification obligations, or other rights and remedies of any party under the Purchase Agreement. The rights and remedies provided under this Agreement are in addition to, and not in lieu of, any rights and remedies

Section 9.1 Required Coverage. The Service Provider shall maintain, during the term of this Agreement and for a period of sixty (60) days following the expiration or termination of this Agreement, insurance coverage consistent with the types and levels of coverage maintained by MedVance immediately prior to the Closing Date, including, at a minimum, the following: (a) Commercial General Liability Insurance: with cove

Section 9.2 Additional Insured Status. During the term of this Agreement, the Service Recipient (including AHH and its controlled subsidiaries) shall be named as an additional insured on the Service Provider's commercial general liability and professional liability / errors and omissions insurance policies with respect to the Services provided under this Agreement. Such additional insured coverage shall be primary an

Section 9.3 Certificates of Insurance. The Service Provider shall provide the Service Recipient with certificates of insurance evidencing the coverage required by this Article 9 within ten (10) Business Days of the Closing Date and promptly upon request at any time during the term. The Service Provider shall provide the Service Recipient with at least thirty (30) days' prior written notice of any material change, can

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 Independent Contractor. (a) The Service Provider is and shall remain an independent contractor with respect to the performance of the Services. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employer–employee relationship between the Parties. (b) All personnel of the Service Provider (and its Third-Party Providers) engaged in the performance of the Servic