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MUTUAL NON-DISCLOSURE AGREEMENT

Reference No. AHT-PCA-NDA-2024-001

Date: May 13, 2024

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of May 13, 2024 (the "Effective Date"), by and between:

Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 400 Seaport Boulevard, Suite 1200, Boston, MA 02210 ("AHT");

and

Pinnacle Claims Analytics LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office located at 3100 West End Avenue, Suite 800, Nashville, TN 37203 ("PCA").

AHT and PCA are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as both a Disclosing Party and a Receiving Party (each as defined below) under this Agreement.

RECITALS

WHEREAS, the Parties wish to explore and evaluate a potential business relationship involving a data-license transaction (the "Purpose"), specifically AHT's potential inbound license of de-identified healthcare claims data from PCA, and related discussions concerning data specifications, analytical capabilities, pricing, integration requirements, and transactional structuring;

WHEREAS, in connection with the Purpose, each Party anticipates that it may disclose to the other Party, and that the other Party may disclose to it, certain confidential and proprietary information, including but not limited to business, financial, technical, operational, and data-related information;

WHEREAS, the Parties desire to establish the terms and conditions under which such confidential and proprietary information will be disclosed, received, used, and protected;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1. Definition of Confidential Information

1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of either Party (when disclosing, the "Disclosing Party") to the other Party (when receiving, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, by inspection of tangible objects, or by any other means, and regardless of whether such information is marked or designated as "confidential," "proprietary," or with any similar legend.

1.2 Without limiting the generality of the foregoing, Confidential Information includes, without limitation, the following categories of information:

(a) Business plans, strategies, forecasts, financial information (including revenue data, cost structures, and margin analyses), pricing models, pricing proposals, customer lists, vendor lists, supplier relationships, and marketing plans;

(b) Technical data, product architectures, system designs, software (in object code or source code form), algorithms, data models, machine-learning models, analytics methodologies, statistical techniques, and research and development plans;

(c) Data samples, data dictionaries, data schemas, data specifications, data field definitions, de-identification methodologies, expert determinations, statistical certifications, and safe-harbor analyses, including any information relating to compliance with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the HIPAA Privacy Rule, 45 C.F.R. Parts 160 and 164;

(d) The terms and conditions of any proposed data-license transaction between the Parties, including draft agreements, term sheets, letters of intent, negotiation positions, correspondence between the Parties or their advisors, and all related deal documentation;

(e) Information regarding data sources, downstream data-contribution agreements, data-aggregation processes, data-supply chain relationships, data-provider identities, and the terms and conditions of agreements between the Disclosing Party and its data sources or data contributors;

(f) Employee and personnel information, organizational structures, compensation information, and the identities and qualifications of key personnel;

(g) Any analyses, compilations, studies, summaries, extracts, notes, memoranda, or other documents or materials prepared by the Receiving Party or its Representatives (as defined below) that contain, reflect, are based upon, or are derived from, in whole or in part, the Disclosing Party's Confidential Information (collectively, "Derivative Materials"); and

(h) The existence of this Agreement, the fact that discussions or negotiations are taking place between the Parties concerning the Purpose, and the status or terms of any such discussions or negotiations.

1.3 Confidential Information includes information disclosed by the Disclosing Party's affiliates, subsidiaries, parent companies, directors, officers, employees, agents, advisors (including, without limitation, legal counsel, financial advisors, accountants, and consultants), and other representatives (collectively, "Representatives"), to the extent such information is disclosed in connection with the Purpose.

Section 2. Exclusions from Confidential Information

2.1 Notwithstanding anything to the contrary in Section 1, Confidential Information shall not include information that the Receiving Party can demonstrate:

(a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;

(b) Was already in the possession of the Receiving Party on a non-confidential basis prior to the date of disclosure by the Disclosing Party, as demonstrated by contemporaneous written records maintained in the ordinary course of the Receiving Party's business;

(c) Is received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge after reasonable inquiry, bound by any obligation of confidentiality to the Disclosing Party or any of its Representatives with respect to such information; or

(d) Is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records maintained in the ordinary course of the Receiving Party's business.

2.2 The burden of establishing the applicability of any exclusion set forth in Section 2.1 shall rest with the Receiving Party. Specific aspects or components of Confidential Information shall not be deemed to fall within any of the foregoing exclusions merely because individual elements thereof are within one or more of such exclusions; rather, the specific combination, compilation, or configuration of such elements shall itself be treated as Confidential Information unless the specific combination, compilation, or configuration itself falls within one of the foregoing exclusions.

Section 3. Permitted Use and Restrictions on Use

3.1 Permitted Use. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, for the evaluation, analysis, negotiation, and documentation of the potential data-license transaction between AHT and PCA — and for no other purpose whatsoever.

3.2 Prohibition on Other Uses. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party. Without limiting the generality of the foregoing, the Receiving Party shall not use the Disclosing Party's Confidential Information to develop, enhance, market, or sell any product or service, or to gain any competitive advantage, except as expressly permitted in connection with the Purpose.

3.3 No Reverse Engineering. The Receiving Party shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the composition, structure, design, underlying ideas, algorithms, or trade secrets of any Confidential Information, including any data samples, software, analytical tools, or technical specifications provided by the Disclosing Party under or in connection with this Agreement.

3.4 No Re-Identification. Neither Party shall use any data samples, data extracts, data sets, or other data-related materials exchanged under or in connection with this Agreement to attempt to re-identify, directly or indirectly, any individual whose information may be reflected therein. Each Party acknowledges and agrees that any attempt at re-identification would constitute a material breach of this Agreement and may violate applicable federal and state law, including, without limitation, HIPAA and the Federal Trade Commission Act, 15 U.S.C. § 45.

3.5 No Competitive Use; No Solicitation of Data Sources. Neither Party shall use the other Party's Confidential Information to compete with the Disclosing Party, to develop products or services that are competitive with the Disclosing Party's products or services, or to solicit, approach, contact, or enter into any agreement or arrangement with the Disclosing Party's customers, vendors, data sources, data contributors, or data-source partners, where the identity of or relationship with such customer, vendor, data source, data contributor, or data-source partner was learned through access to the Disclosing Party's Confidential Information.

Section 4. Permitted Disclosure

4.1 General. The Receiving Party may disclose Confidential Information only to those of its Representatives who (a) have a bona fide need to know such information for the purposes of the Purpose, and (b) are bound by written confidentiality obligations that are no less restrictive than those contained in this Agreement, whether by separate agreement, professional ethical obligation, or the terms of their engagement.

4.2 Specific Permitted Disclosures by AHT. Without limiting the generality of Section 4.1, AHT may disclose Confidential Information received from PCA to the following persons and entities, subject in each case to the conditions set forth in Section 4.1:

(a) AHT's outside legal counsel, including Calderwood & Harkness LLP and Whitfield & Ames, P.C., and their respective attorneys, paralegals, and staff involved in providing legal services to AHT in connection with the Purpose;

(b) AHT's private equity sponsor, Cedarpoint Capital Partners Fund IV, L.P., and its general partner, Cedarpoint Capital Management LLC, and their respective Representatives (including partners, managing directors, principals, associates, analysts, and advisors), to the extent reasonably required for investment committee approval, board of directors approval, limited partner advisory committee notification, or other governance purposes related to the Purpose; and

(c) AHT's lender, Lakeshore National Bank, solely to the extent required to comply with notice, consent, or covenant-compliance obligations under AHT's existing credit facility, including any reporting or disclosure requirements triggered by the potential data-license transaction.

4.3 Specific Permitted Disclosures by PCA. Without limiting the generality of Section 4.1, PCA may disclose Confidential Information received from AHT to the following persons and entities, subject in each case to the conditions set forth in Section 4.1:

(a) PCA's outside legal counsel, including Hargrove, Delacroix & Stein LLP, and their respective attorneys, paralegals, and staff involved in providing legal services to PCA in connection with the Purpose; and

(b) PCA's investor, Ridgeview Health Ventures LLC, and its Representatives (including managing members, officers, directors, and advisors), to the extent reasonably required for board approval, member approval, investment committee review, or other governance purposes related to the Purpose.

4.4 Responsibility for Representatives. Each Receiving Party shall be responsible for, and shall indemnify and hold harmless the Disclosing Party from and against, any breach of this Agreement by any of the Receiving Party's Representatives. The Receiving Party shall ensure that its Representatives are informed of the confidential nature of the Confidential Information and of the terms and conditions of this Agreement prior to any disclosure to such Representatives.

4.5 Notification of Unauthorized Disclosure. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, loss, or compromise of Confidential Information of which the Receiving Party or any of its Representatives becomes aware, and shall cooperate with the Disclosing Party in mitigating the effects of any such unauthorized use, disclosure, loss, or compromise.

Section 5. Compelled Disclosure

5.1 If the Receiving Party or any of its Representatives becomes legally compelled — by deposition, interrogatory, request for documents, subpoena, civil investigative demand, court order, administrative order, or similar legal process, or by the requirements of any regulatory authority, securities exchange, self-regulatory organization, or governmental body having jurisdiction over the Receiving Party — to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order, motion to quash, or other appropriate remedy or relief, or may waive compliance with the provisions of this Agreement;

(b) Cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in the Disclosing Party's efforts to obtain such protective order, motion to quash, or other appropriate remedy or relief; and

(c) Disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment by the receiving tribunal, authority, or body.

5.2 For the avoidance of doubt, any Confidential Information disclosed by the Receiving Party pursuant to this Section 5 shall retain its status as Confidential Information for all other purposes under this Agreement, and the Receiving Party's obligations under this Agreement with respect to such Confidential Information shall continue in full force and effect.

Section 6. Ownership and No License

6.1 Ownership. All Confidential Information disclosed by the Disclosing Party shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that it acquires no ownership interest, license, or other right in or to the Disclosing Party's Confidential Information by virtue of the disclosure thereof under this Agreement, except for the limited right to use such Confidential Information for the Purpose as expressly set forth herein.

6.2 No License. Nothing in this Agreement shall be construed as granting to the Receiving Party, by implication, estoppel, or otherwise, any license, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, patents, patent applications, copyrights, trademarks, trade secrets, know-how, or any other proprietary rights, except the limited right to use the Confidential Information for the Purpose as set forth in this Agreement.

6.3 No Obligation to Transact. The disclosure of Confidential Information under this Agreement does not constitute, and shall not be construed as constituting, an offer, commitment, promise, or obligation of either Party to enter into any further agreement, transaction, or business relationship, including the potential data-license transaction contemplated by the Purpose. Either Party may, at any time and for any reason or no reason, terminate discussions related to the Purpose and decline to enter into any further agreement or transaction.

Section 7. No Representations or Warranties

7.1 All Confidential Information is provided on an "AS IS" basis. THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUALITY OF ANY CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT.

7.2 Without limiting the foregoing, neither Party shall have any liability to the other Party, or to any of the other Party's Representatives, resulting from the Receiving Party's use of, or reliance upon, any Confidential Information, except for liability arising from a breach of this Agreement. Each Party acknowledges that it shall be entitled to rely only on such representations and warranties as may be expressly set forth in a definitive written agreement between the Parties, if any, that is duly executed and delivered by both Parties.

Section 8. Return and Destruction of Materials

8.1 Return or Destruction. Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall promptly:

(a) Return to the Disclosing Party all tangible materials (including documents, reports, data samples, storage media, and any other physical items) containing, comprising, or embodying the Disclosing Party's Confidential Information;

(b) Permanently destroy all electronic copies, files, notes, summaries, memoranda, analyses, compilations, and Derivative Materials containing, reflecting, or derived from the Disclosing Party's Confidential Information, using methods designed to render such information unrecoverable (including, where applicable, secure deletion, cryptographic erasure, or physical destruction of storage media); and

(c) Certify in writing to the Disclosing Party, through a duly authorized officer of the Receiving Party, that all such materials have been returned or destroyed in accordance with this Section 8.1, and that the Receiving Party and its Representatives are not in possession of any Confidential Information of the Disclosing Party, except as permitted by Sections 8.2, 8.3, and 8.4 below.

8.2 Archival Copy Exception. Notwithstanding Section 8.1, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information in its legal department's files, maintained separately from its active business files, solely for the purposes of compliance with applicable law, regulatory requirements, and dispute-resolution purposes. Any such retained archival copy shall remain subject to the confidentiality and non-use obligations set forth in this Agreement for the duration specified in Section 9.

8.3 Automated Backup Systems Exception. The Receiving Party shall not be required to purge or delete Confidential Information from automated backup or disaster-recovery systems, provided that (a) access to such automated backup or disaster-recovery systems is restricted to authorized information-technology personnel on a need-to-know basis, (b) such Confidential Information is not accessed or used for any purpose other than system recovery, and (c) all Confidential Information residing on such systems continues to be subject to the confidentiality and non-use obligations set forth in this Agreement for the duration specified in Section 9.

8.4 Legal Counsel Retention. Representatives that are legal counsel (whether in-house or external) may retain copies of Confidential Information as required by applicable professional responsibility rules, bar association requirements, or ethics opinions, subject to the continued application of the confidentiality and non-use obligations set forth in this Agreement.

Section 9. Term and Duration of Obligations

9.1 Term of Agreement. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by either Party upon not less than thirty (30) days' prior written notice to the other Party delivered in accordance with Section 14. Termination of this Agreement shall not affect either Party's obligations with respect to Confidential Information disclosed prior to the effective date of such termination.

9.2 Survival of Confidentiality Obligations. The obligations of confidentiality, non-use, and non-disclosure set forth in this Agreement, including Sections 1 through 8 and Section 10, shall survive the termination or expiration of this Agreement for a period of three (3) years following the date of such termination or expiration.

9.3 Trade Secret Protection. Notwithstanding Section 9.2, to the extent that any Confidential Information constitutes a trade secret under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., the Uniform Trade Secrets Act as adopted in any applicable jurisdiction, or any other applicable federal or state law, the Receiving Party's obligations with respect to such trade secret information shall continue for so long as such information qualifies as a trade secret under applicable law, regardless of the expiration of the survival period set forth in Section 9.2.

Section 10. Remedies

10.1 Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would be an inadequate remedy and that the exact amount of such damages may be difficult or impossible to ascertain.

10.2 Accordingly, in addition to any and all other remedies available at law or in equity, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages as a remedy, to the fullest extent permitted by applicable law.

10.3 The rights and remedies of the Parties under this Agreement are cumulative and shall not be exclusive of any other rights or remedies available to either Party at law, in equity, or otherwise. The exercise of any right or remedy by a Party shall not preclude the exercise of any other right or remedy by such Party.

Section 11. No Solicitation of Employees

11.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, neither Party shall, directly or indirectly, solicit for employment, offer employment to, or hire any employee of the other Party (a) who was involved in the evaluation, analysis, negotiation, or documentation of the Purpose, or (b) whose identity or qualifications became known to the soliciting Party as a result of the evaluation or negotiation of the Purpose or the disclosure of Confidential Information under this Agreement.

11.2 The restrictions set forth in Section 11.1 shall not apply to: (a) general advertisements, postings, or solicitations of employment (including through newspapers, trade publications, job boards, social media platforms, or recruiting agencies) that are not specifically directed at or targeted to the other Party's employees; or (b) any individual who initiates contact with the hiring Party seeking employment without any direct or indirect solicitation by or on behalf of the hiring Party.

Section 12. Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.

Section 13. Dispute Resolution and Exclusive Venue

13.1 Any action, suit, or proceeding arising out of or relating to this Agreement, or the breach, termination, validity, or enforceability hereof, shall be brought exclusively in the state courts of the Commonwealth of Massachusetts sitting in Suffolk County, or in the United States District Court for the District of Massachusetts.

13.2 Each Party hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding, (b) waives any objection it may now or hereafter have to the laying of venue in any such court, and (c) waives any claim that any such action, suit, or proceeding has been brought in an inconvenient forum, including any objection based on the doctrine of forum non conveniens.

Section 14. Notices

14.1 All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) upon receipt, when delivered personally; (b) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; (c) one (1) business day after being deposited with a nationally recognized overnight courier service for next-business-day delivery, fees prepaid; or (d) upon confirmation of receipt (including read receipt or reply), when sent by email, in each case addressed as follows:

If to AHT:

Arbor Health Technologies Inc. 400 Seaport Boulevard, Suite 1200 Boston, MA 02210

Attention: Helen Tsao, General Counsel

Email: htsao@arborhealthtech.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 100 Federal Street, Suite 3400 Boston, MA 02110

Attention: Nathaniel Bower

Email: nbower@calderwoodharkness.com

If to PCA:

Pinnacle Claims Analytics LLC 3100 West End Avenue, Suite 800 Nashville, TN 37203

Attention: Dr. Anita Mehta, Chief Privacy Officer

Email: amehta@pinnacleclaims.com

With a copy (which shall not constitute notice) to:

Hargrove, Delacroix & Stein LLP 511 Union Street, Suite 2700 Nashville, TN 37219

Attention: Elaine Prescott

Email: eprescott@hdslaw.com

14.2 Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 14. Any such change shall be effective upon receipt by the other Party.

Section 15. Assignment

15.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without the consent of the other Party: (a) to an affiliate or subsidiary of such Party, or (b) in connection with a merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assigning Party's assets or equity interests, so long as the assignee assumes in writing all of the assigning Party's obligations under this Agreement.

15.2 Any purported assignment, delegation, or transfer in violation of this Section 15 shall be null, void, and of no force or effect.

15.3 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Section 16. Entire Agreement; Amendment

16.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, warranties, negotiations, discussions, and communications between the Parties relating to the confidentiality of information disclosed in connection with the Purpose. For the avoidance of doubt, this Agreement does not supersede or affect any other agreements between the Parties that do not relate to the subject matter hereof.

16.2 This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by authorized representatives of both Parties. No course of dealing or course of performance shall constitute an amendment or modification of this Agreement.

Section 17. Severability

17.1 If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other persons or circumstances, shall not in any way be affected or impaired thereby, and shall continue in full force and effect.

17.2 In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable, the Parties agree that such provision shall be reformed, construed, and enforced to the maximum extent permissible under applicable law so as to render it valid, legal, and enforceable while preserving the Parties' original intent as closely as possible.

Section 18. Waiver

18.1 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy.

18.2 Any waiver of any provision of this Agreement or of any right or remedy under this Agreement must be in writing and signed by the waiving Party to be effective, and any such waiver shall be limited to the specific instance and purpose for which it was given.

Section 19. Counterparts

19.1 This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

19.2 Execution and delivery of this Agreement by means of electronic signature (including via portable document format (PDF), Brightwater Software, Ashford Health IT, or any other electronic signature platform) shall be deemed valid and effective for all purposes and shall have the same force and effect as execution and delivery of an original ink signature.

Section 20. Construction

20.1 The headings, captions, and section titles contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

20.2 As used in this Agreement, the word "including" (and variations thereof, such as "include" and "includes") shall mean "including, without limitation," unless the context clearly requires otherwise.

20.3 This Agreement has been negotiated by the Parties and their respective counsel, and shall not be construed against or in favor of either Party by reason of authorship or drafting. Each Party acknowledges that it has had the opportunity to review this Agreement with counsel of its choice.

20.4 References in this Agreement to "Sections" refer to sections of this Agreement unless otherwise specified. The terms "hereof," "herein," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed as of the date first written above by their respective duly authorized representatives.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Helen Tsao

Title: General Counsel

Date: May 13, 2024

PINNACLE CLAIMS ANALYTICS LLC

By: ________

Name: Dr. Anita Mehta

Title: Chief Privacy Officer

Date: May 13, 2024

Reference No. AHT-PCA-NDA-2024-001. This document contains confidential information. Unauthorized reproduction or distribution is prohibited.

MUTUAL NON-DISCLOSURE AGREEMENT
Reference No. AHT-PCA-NDA-2024-001
Date: May 13, 2024
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of May 13, 2024 (the "Effective Date"), by and between:
Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 400 Seaport Boulevard, Suite 1200, Boston, MA 02210 ("AHT");
and
Pinnacle Claims Analytics LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal office located at 3100 West End Avenue, Suite 800, Nashville, TN 37203 ("PCA").
AHT and PCA are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as both a Disclosing Party and a Receiving Party (each as defined below) under this Agreement.
RECITALS
WHEREAS, the Parties wish to explore and evaluate a potential business relationship involving a data-license transaction (the "Purpose"), specifically AHT's potential inbound license of de-identified healthcare claims data from PCA, and related discussions concerning data specifications, analytical capabilities, pricing, integration requirements, and transactional structuring;
WHEREAS, in connection with the Purpose, each Party anticipates that it may disclose to the other Party, and that the other Party may disclose to it, certain confidential and proprietary information, including but not limited to business, financial, technical, operational, and data-related information;
WHEREAS, the Parties desire to establish the terms and conditions under which such confidential and proprietary information will be disclosed, received, used, and protected;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Definition of Confidential Information
1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of either Party (when disclosing, the "Disclosing Party") to the other Party (when receiving, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, by inspection of tangible objects, or by any other means, and regardless of whether such information is marked or designated as "confidential," "proprietary," or with any similar legend.
1.2 Without limiting the generality of the foregoing, Confidential Information includes, without limitation, the following categories of information:
(a) Business plans, strategies, forecasts, financial information (including revenue data, cost structures, and margin analyses), pricing models, pricing proposals, customer lists, vendor lists, supplier relationships, and marketing plans;
(b) Technical data, product architectures, system designs, software (in object code or source code form), algorithms, data models, machine-learning models, analytics methodologies, statistical techniques, and research and development plans;
(c) Data samples, data dictionaries, data schemas, data specifications, data field definitions, de-identification methodologies, expert determinations, statistical certifications, and safe-harbor analyses, including any information relating to compliance with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the HIPAA Privacy Rule, 45 C.F.R. Parts 160 and 164;
(d) The terms and conditions of any proposed data-license transaction between the Parties, including draft agreements, term sheets, letters of intent, negotiation positions, correspondence between the Parties or their advisors, and all related deal documentation;
(e) Information regarding data sources, downstream data-contribution agreements, data-aggregation processes, data-supply chain relationships, data-provider identities, and the terms and conditions of agreements between the Disclosing Party and its data sources or data contributors;
(f) Employee and personnel information, organizational structures, compensation information, and the identities and qualifications of key personnel;
(g) Any analyses, compilations, studies, summaries, extracts, notes, memoranda, or other documents or materials prepared by the Receiving Party or its Representatives (as defined below) that contain, reflect, are based upon, or are derived from, in whole or in part, the Disclosing Party's Confidential Information (collectively, "Derivative Materials"); and
(h) The existence of this Agreement, the fact that discussions or negotiations are taking place between the Parties concerning the Purpose, and the status or terms of any such discussions or negotiations.
1.3 Confidential Information includes information disclosed by the Disclosing Party's affiliates, subsidiaries, parent companies, directors, officers, employees, agents, advisors (including, without limitation, legal counsel, financial advisors, accountants, and consultants), and other representatives (collectively, "Representatives"), to the extent such information is disclosed in connection with the Purpose.
Section 2. Exclusions from Confidential Information
2.1 Notwithstanding anything to the contrary in Section 1, Confidential Information shall not include information that the Receiving Party can demonstrate:
(a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;
(b) Was already in the possession of the Receiving Party on a non-confidential basis prior to the date of disclosure by the Disclosing Party, as demonstrated by contemporaneous written records maintained in the ordinary course of the Receiving Party's business;
(c) Is received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge after reasonable inquiry, bound by any obligation of confidentiality to the Disclosing Party or any of its Representatives with respect to such information; or
(d) Is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records maintained in the ordinary course of the Receiving Party's business.
2.2 The burden of establishing the applicability of any exclusion set forth in Section 2.1 shall rest with the Receiving Party. Specific aspects or components of Confidential Information shall not be deemed to fall within any of the foregoing exclusions merely because individual elements thereof are within one or more of such exclusions; rather, the specific combination, compilation, or configuration of such elements shall itself be treated as Confidential Information unless the specific combination, compilation, or configuration itself falls within one of the foregoing exclusions.
Section 3. Permitted Use and Restrictions on Use
3.1 Permitted Use. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, for the evaluation, analysis, negotiation, and documentation of the potential data-license transaction between AHT and PCA — and for no other purpose whatsoever.
3.2 Prohibition on Other Uses. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party. Without limiting the generality of the foregoing, the Receiving Party shall not use the Disclosing Party's Confidential Information to develop, enhance, market, or sell any product or service, or to gain any competitive advantage, except as expressly permitted in connection with the Purpose.
3.3 No Reverse Engineering. The Receiving Party shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the composition, structure, design, underlying ideas, algorithms, or trade secrets of any Confidential Information, including any data samples, software, analytical tools, or technical specifications provided by the Disclosing Party under or in connection with this Agreement.
3.4 No Re-Identification. Neither Party shall use any data samples, data extracts, data sets, or other data-related materials exchanged under or in connection with this Agreement to attempt to re-identify, directly or indirectly, any individual whose information may be reflected therein. Each Party acknowledges and agrees that any attempt at re-identification would constitute a material breach of this Agreement and may violate applicable federal and state law, including, without limitation, HIPAA and the Federal Trade Commission Act, 15 U.S.C. § 45.
3.5 No Competitive Use; No Solicitation of Data Sources. Neither Party shall use the other Party's Confidential Information to compete with the Disclosing Party, to develop products or services that are competitive with the Disclosing Party's products or services, or to solicit, approach, contact, or enter into any agreement or arrangement with the Disclosing Party's customers, vendors, data sources, data contributors, or data-source partners, where the identity of or relationship with such customer, vendor, data source, data contributor, or data-source partner was learned through access to the Disclosing Party's Confidential Information.
Section 4. Permitted Disclosure
4.1 General. The Receiving Party may disclose Confidential Information only to those of its Representatives who (a) have a bona fide need to know such information for the purposes of the Purpose, and (b) are bound by written confidentiality obligations that are no less restrictive than those contained in this Agreement, whether by separate agreement, professional ethical obligation, or the terms of their engagement.
4.2 Specific Permitted Disclosures by AHT. Without limiting the generality of Section 4.1, AHT may disclose Confidential Information received from PCA to the following persons and entities, subject in each case to the conditions set forth in Section 4.1:
(a) AHT's outside legal counsel, including Calderwood & Harkness LLP and Whitfield & Ames, P.C., and their respective attorneys, paralegals, and staff involved in providing legal services to AHT in connection with the Purpose;
(b) AHT's private equity sponsor, Cedarpoint Capital Partners Fund IV, L.P., and its general partner, Cedarpoint Capital Management LLC, and their respective Representatives (including partners, managing directors, principals, associates, analysts, and advisors), to the extent reasonably required for investment committee approval, board of directors approval, limited partner advisory committee notification, or other governance purposes related to the Purpose; and
(c) AHT's lender, Lakeshore National Bank, solely to the extent required to comply with notice, consent, or covenant-compliance obligations under AHT's existing credit facility, including any reporting or disclosure requirements triggered by the potential data-license transaction.
4.3 Specific Permitted Disclosures by PCA. Without limiting the generality of Section 4.1, PCA may disclose Confidential Information received from AHT to the following persons and entities, subject in each case to the conditions set forth in Section 4.1:
(a) PCA's outside legal counsel, including Hargrove, Delacroix & Stein LLP, and their respective attorneys, paralegals, and staff involved in providing legal services to PCA in connection with the Purpose; and
(b) PCA's investor, Ridgeview Health Ventures LLC, and its Representatives (including managing members, officers, directors, and advisors), to the extent reasonably required for board approval, member approval, investment committee review, or other governance purposes related to the Purpose.
4.4 Responsibility for Representatives. Each Receiving Party shall be responsible for, and shall indemnify and hold harmless the Disclosing Party from and against, any breach of this Agreement by any of the Receiving Party's Representatives. The Receiving Party shall ensure that its Representatives are informed of the confidential nature of the Confidential Information and of the terms and conditions of this Agreement prior to any disclosure to such Representatives.
4.5 Notification of Unauthorized Disclosure. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, loss, or compromise of Confidential Information of which the Receiving Party or any of its Representatives becomes aware, and shall cooperate with the Disclosing Party in mitigating the effects of any such unauthorized use, disclosure, loss, or compromise.
Section 5. Compelled Disclosure
5.1 If the Receiving Party or any of its Representatives becomes legally compelled — by deposition, interrogatory, request for documents, subpoena, civil investigative demand, court order, administrative order, or similar legal process, or by the requirements of any regulatory authority, securities exchange, self-regulatory organization, or governmental body having jurisdiction over the Receiving Party — to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall:
(a) Provide the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order, motion to quash, or other appropriate remedy or relief, or may waive compliance with the provisions of this Agreement;
(b) Cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in the Disclosing Party's efforts to obtain such protective order, motion to quash, or other appropriate remedy or relief; and
(c) Disclose only that portion of the Confidential Information that the Receiving Party is advised by its legal counsel is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment by the receiving tribunal, authority, or body.
5.2 For the avoidance of doubt, any Confidential Information disclosed by the Receiving Party pursuant to this Section 5 shall retain its status as Confidential Information for all other purposes under this Agreement, and the Receiving Party's obligations under this Agreement with respect to such Confidential Information shall continue in full force and effect.
Section 6. Ownership and No License
6.1 Ownership. All Confidential Information disclosed by the Disclosing Party shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges and agrees that it acquires no ownership interest, license, or other right in or to the Disclosing Party's Confidential Information by virtue of the disclosure thereof under this Agreement, except for the limited right to use such Confidential Information for the Purpose as expressly set forth herein.
6.2 No License. Nothing in this Agreement shall be construed as granting to the Receiving Party, by implication, estoppel, or otherwise, any license, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, patents, patent applications, copyrights, trademarks, trade secrets, know-how, or any other proprietary rights, except the limited right to use the Confidential Information for the Purpose as set forth in this Agreement.
6.3 No Obligation to Transact. The disclosure of Confidential Information under this Agreement does not constitute, and shall not be construed as constituting, an offer, commitment, promise, or obligation of either Party to enter into any further agreement, transaction, or business relationship, including the potential data-license transaction contemplated by the Purpose. Either Party may, at any time and for any reason or no reason, terminate discussions related to the Purpose and decline to enter into any further agreement or transaction.
Section 7. No Representations or Warranties
7.1 All Confidential Information is provided on an "AS IS" basis. THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUALITY OF ANY CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT.
7.2 Without limiting the foregoing, neither Party shall have any liability to the other Party, or to any of the other Party's Representatives, resulting from the Receiving Party's use of, or reliance upon, any Confidential Information, except for liability arising from a breach of this Agreement. Each Party acknowledges that it shall be entitled to rely only on such representations and warranties as may be expressly set forth in a definitive written agreement between the Parties, if any, that is duly executed and delivered by both Parties.
Section 8. Return and Destruction of Materials
8.1 Return or Destruction. Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall promptly:
(a) Return to the Disclosing Party all tangible materials (including documents, reports, data samples, storage media, and any other physical items) containing, comprising, or embodying the Disclosing Party's Confidential Information;
(b) Permanently destroy all electronic copies, files, notes, summaries, memoranda, analyses, compilations, and Derivative Materials containing, reflecting, or derived from the Disclosing Party's Confidential Information, using methods designed to render such information unrecoverable (including, where applicable, secure deletion, cryptographic erasure, or physical destruction of storage media); and
(c) Certify in writing to the Disclosing Party, through a duly authorized officer of the Receiving Party, that all such materials have been returned or destroyed in accordance with this Section 8.1, and that the Receiving Party and its Representatives are not in possession of any Confidential Information of the Disclosing Party, except as permitted by Sections 8.2, 8.3, and 8.4 below.
8.2 Archival Copy Exception. Notwithstanding Section 8.1, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information in its legal department's files, maintained separately from its active business files, solely for the purposes of compliance with applicable law, regulatory requirements, and dispute-resolution purposes. Any such retained archival copy shall remain subject to the confidentiality and non-use obligations set forth in this Agreement for the duration specified in Section 9.
8.3 Automated Backup Systems Exception. The Receiving Party shall not be required to purge or delete Confidential Information from automated backup or disaster-recovery systems, provided that (a) access to such automated backup or disaster-recovery systems is restricted to authorized information-technology personnel on a need-to-know basis, (b) such Confidential Information is not accessed or used for any purpose other than system recovery, and (c) all Confidential Information residing on such systems continues to be subject to the confidentiality and non-use obligations set forth in this Agreement for the duration specified in Section 9.
8.4 Legal Counsel Retention. Representatives that are legal counsel (whether in-house or external) may retain copies of Confidential Information as required by applicable professional responsibility rules, bar association requirements, or ethics opinions, subject to the continued application of the confidentiality and non-use obligations set forth in this Agreement.
Section 9. Term and Duration of Obligations
9.1 Term of Agreement. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by either Party upon not less than thirty (30) days' prior written notice to the other Party delivered in accordance with Section 14. Termination of this Agreement shall not affect either Party's obligations with respect to Confidential Information disclosed prior to the effective date of such termination.
9.2 Survival of Confidentiality Obligations. The obligations of confidentiality, non-use, and non-disclosure set forth in this Agreement, including Sections 1 through 8 and Section 10, shall survive the termination or expiration of this Agreement for a period of three (3) years following the date of such termination or expiration.
9.3 Trade Secret Protection. Notwithstanding Section 9.2, to the extent that any Confidential Information constitutes a trade secret under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., the Uniform Trade Secrets Act as adopted in any applicable jurisdiction, or any other applicable federal or state law, the Receiving Party's obligations with respect to such trade secret information shall continue for so long as such information qualifies as a trade secret under applicable law, regardless of the expiration of the survival period set forth in Section 9.2.
Section 10. Remedies
10.1 Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would be an inadequate remedy and that the exact amount of such damages may be difficult or impossible to ascertain.
10.2 Accordingly, in addition to any and all other remedies available at law or in equity, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages as a remedy, to the fullest extent permitted by applicable law.
10.3 The rights and remedies of the Parties under this Agreement are cumulative and shall not be exclusive of any other rights or remedies available to either Party at law, in equity, or otherwise. The exercise of any right or remedy by a Party shall not preclude the exercise of any other right or remedy by such Party.
Section 11. No Solicitation of Employees
11.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, neither Party shall, directly or indirectly, solicit for employment, offer employment to, or hire any employee of the other Party (a) who was involved in the evaluation, analysis, negotiation, or documentation of the Purpose, or (b) whose identity or qualifications became known to the soliciting Party as a result of the evaluation or negotiation of the Purpose or the disclosure of Confidential Information under this Agreement.
11.2 The restrictions set forth in Section 11.1 shall not apply to: (a) general advertisements, postings, or solicitations of employment (including through newspapers, trade publications, job boards, social media platforms, or recruiting agencies) that are not specifically directed at or targeted to the other Party's employees; or (b) any individual who initiates contact with the hiring Party seeking employment without any direct or indirect solicitation by or on behalf of the hiring Party.
Section 12. Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.
Section 13. Dispute Resolution and Exclusive Venue
13.1 Any action, suit, or proceeding arising out of or relating to this Agreement, or the breach, termination, validity, or enforceability hereof, shall be brought exclusively in the state courts of the Commonwealth of Massachusetts sitting in Suffolk County, or in the United States District Court for the District of Massachusetts.
13.2 Each Party hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding, (b) waives any objection it may now or hereafter have to the laying of venue in any such court, and (c) waives any claim that any such action, suit, or proceeding has been brought in an inconvenient forum, including any objection based on the doctrine of forum non conveniens.
Section 14. Notices
14.1 All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) upon receipt, when delivered personally; (b) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; (c) one (1) business day after being deposited with a nationally recognized overnight courier service for next-business-day delivery, fees prepaid; or (d) upon confirmation of receipt (including read receipt or reply), when sent by email, in each case addressed as follows:
If to AHT:
Arbor Health Technologies Inc. 400 Seaport Boulevard, Suite 1200 Boston, MA 02210
Attention: Helen Tsao, General Counsel
Email: htsao@arborhealthtech.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 100 Federal Street, Suite 3400 Boston, MA 02110
Attention: Nathaniel Bower
Email: nbower@calderwoodharkness.com
If to PCA:
Pinnacle Claims Analytics LLC 3100 West End Avenue, Suite 800 Nashville, TN 37203
Attention: Dr. Anita Mehta, Chief Privacy Officer
Email: amehta@pinnacleclaims.com
With a copy (which shall not constitute notice) to:
Hargrove, Delacroix & Stein LLP 511 Union Street, Suite 2700 Nashville, TN 37219
Attention: Elaine Prescott
Email: eprescott@hdslaw.com
14.2 Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 14. Any such change shall be effective upon receipt by the other Party.
Section 15. Assignment
15.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without the consent of the other Party: (a) to an affiliate or subsidiary of such Party, or (b) in connection with a merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assigning Party's assets or equity interests, so long as the assignee assumes in writing all of the assigning Party's obligations under this Agreement.
15.2 Any purported assignment, delegation, or transfer in violation of this Section 15 shall be null, void, and of no force or effect.
15.3 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
Section 16. Entire Agreement; Amendment
16.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, warranties, negotiations, discussions, and communications between the Parties relating to the confidentiality of information disclosed in connection with the Purpose. For the avoidance of doubt, this Agreement does not supersede or affect any other agreements between the Parties that do not relate to the subject matter hereof.
16.2 This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by authorized representatives of both Parties. No course of dealing or course of performance shall constitute an amendment or modification of this Agreement.
Section 17. Severability
17.1 If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other persons or circumstances, shall not in any way be affected or impaired thereby, and shall continue in full force and effect.
17.2 In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable, the Parties agree that such provision shall be reformed, construed, and enforced to the maximum extent permissible under applicable law so as to render it valid, legal, and enforceable while preserving the Parties' original intent as closely as possible.
Section 18. Waiver
18.1 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy.
18.2 Any waiver of any provision of this Agreement or of any right or remedy under this Agreement must be in writing and signed by the waiving Party to be effective, and any such waiver shall be limited to the specific instance and purpose for which it was given.
Section 19. Counterparts
19.1 This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
19.2 Execution and delivery of this Agreement by means of electronic signature (including via portable document format (PDF), Brightwater Software, Ashford Health IT, or any other electronic signature platform) shall be deemed valid and effective for all purposes and shall have the same force and effect as execution and delivery of an original ink signature.
Section 20. Construction
20.1 The headings, captions, and section titles contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
20.2 As used in this Agreement, the word "including" (and variations thereof, such as "include" and "includes") shall mean "including, without limitation," unless the context clearly requires otherwise.
20.3 This Agreement has been negotiated by the Parties and their respective counsel, and shall not be construed against or in favor of either Party by reason of authorship or drafting. Each Party acknowledges that it has had the opportunity to review this Agreement with counsel of its choice.
20.4 References in this Agreement to "Sections" refer to sections of this Agreement unless otherwise specified. The terms "hereof," "herein," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed as of the date first written above by their respective duly authorized representatives.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Helen Tsao
Title: General Counsel
Date: May 13, 2024
PINNACLE CLAIMS ANALYTICS LLC
By: ________
Name: Dr. Anita Mehta
Title: Chief Privacy Officer
Date: May 13, 2024
Reference No. AHT-PCA-NDA-2024-001. This document contains confidential information. Unauthorized reproduction or distribution is prohibited.

MUTUAL NON-DISCLOSURE AGREEMENT

RECITALS

ARBOR HEALTH TECHNOLOGIES INC.

PINNACLE CLAIMS ANALYTICS LLC

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