Content Syndication & License Agreement

THIS AGREEMENT is made by "Company" and Practis, Inc., a US, North Carolina corporation with offices at 8720 Red Oak Blvd Suite 220, Charlotte NC 28217 ( Content Provider") (collectively the Parties").

W I T N E S S E T H:

WHEREAS, Content Provider is the owner and exclusive licensee of Encounter Health ™, content distribution system ("Content Library") for Encounter Health Content ("Content"); and

WHEREAS, Content Provider wish to distribute the Content through Company website

NOW, THEREFORE, in consideration of the promises and the mutual covenants of this Agreement, the parties hereto agree as follows:

1. SYNDICATION & LICENSE

A. Subject to the terms and conditions of this Agreement, Content Provider hereby grants to Company for the Term of this Agreement as recited herein a non-exclusive license to use the Content Library and to use, incorporate, transmit and publicly display Content on Company website subject to the terms of this Agreement.

B. It is further understood and agreed that Company does not possess any other rights to use or share the Content without express written consent from Content Provider. Company will abide by the Terms of Use as identified in Exhibit B.

C. Content Provider may share generic non-confidential data regarding Content Library traffic with its partners and or providers.

2. COMPENSATION

A. Upon contracting with Company, Content Provider will invoice and collect in advance all licensing fees as identified in Exhibit B from Company. Invoicing will be in advance for the upcoming period for all license fees according to Content Providers current fee schedule.

B. Company agrees that license fee may be increased by Content Provider upon thirty (30) days advance written notice to Company. Company may terminate this Agreement in the event that Company does not agree to any increased fees. In the event that Company fails to terminate the Agreement after any fee increase, Company shall be deemed to have agreed to the increased fees set forth in the notice.

C. Licensing fees that are not paid by client within 45 days of invoicing will receive a follow-up call and a dunning letter. In the event that the fees are not paid within 60 days from invoicing, the Content Provider shall terminate the Content delivery and/or access to the Content Library. Content Provider's denial of access to the Content Library to any Company website shall not be considered a breach of this Agreement. Content Provider reserves the right to impose a $75 fee for account reactivation.

D. Company shall pay or reimburse Content Provider for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Content Provider under this Agreement; excluding, however, income taxes on profits which may be levied against Content Provider.

3. CONTENT PROVIDER'S RIGHTS AND RESPONSIBILITIES

A. Content Provider will provide to Company online access to the Content Library, which will comply with the description and technical specifications attached hereto as Exhibit A

B. Content Provider will have sole control and responsibility over the maintenance of the information contained in the Content Library. Content Provider agrees that all updates to the content will be provided by the Content Provider at its discretion via an API interface in real time.

C. Content Provider may alter the Content without Company's prior written consent.

4. COMPANY'S RIGHTS AND RESPONSIBILITIES

A. Company may incorporate the Content into pages on Company Web site (the "Content Pages").

B. Company will provide prominent notice and attribution to Content Provider on Content Library pages, including, but not limited to a notice on the Company Client's Content Pages with the words, "Powered by Encounter Health™" written in text and WITH links to practisinc.com or any URL designated by Content Provider,

C. The Company will have control over the look and feel of the Content and will have sole responsibility for providing, hosting and maintaining the Web site. Company shall not change, modify or otherwise alter the substance of any Content provided under this Agreement. Company shall include restrictions on the use, modification or alteration of the Content as outlined in this Agreement, in its contracts and agreements with Company's Clients.

D. The Company will notify Content Provider when a change of the number of physicians who utilize the Content Library. Information provided will include client name, URL, address, number of physicians, go live date.

5. OWNERSHIP

Content Provider shall retain all right, title and interest in and to the respective Content (including, but not limited to, ownership of all copyrights and other intellectual property rights therein), as well as all right, title and interest in and to any respective trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Company hereunder. Any use of any such trademarks by Company shall inure to the benefit of Content Provider and Company shall take no action that is inconsistent with Content Provider's ownership thereof.

Company acknowledges and agrees that except as expressly provided, this agreement (including any schedules) does not include the right to resell, distribute, redistribute, sell, transfer, lease, assign, sublicense to others the use of, or otherwise make available the Content, or any rights to use or publish the Content for any other commercial purposes, except as specifically set forth in this Agreement. Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance of this agreement and with each party's reasonable policies regarding advertising and trademark usage as established from time to time. Company agrees not to make new protocols or care advice content based upon information set forth in the Content, either during the term or following the expiration or termination of this Agreement, without Content Provider's prior written consent.

6. TERM

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both Parties and shall be remain in effect unless either party notifies the other in writing of its intention not to renew the Agreement. Such notification to be provided at least thirty (30) days prior to the desired date of expiration.

7. TERMINATION

A. This Agreement may be terminated by either party upon fifteen (15) days written notice to the other party in the event of a material breach of this Agreement by the other party, provided that, during the fifteen (15) day period, the breaching party fails to cure such breach.

B. This Agreement may be terminated by either party at any time, and for any reason, whatsoever, during the term herein upon at least one hundred twenty (120) days prior written notice to the other party.

8. EFFECT OF TERMINATION

Upon termination or expiration of this Agreement, all rights granted herein shall revert to their original owner, and all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof. All Content shall be disabled or removed from Company Client's web pages within 5 days of the termination of this Agreement.

the branding will be mutually determined by Content Provider and Company.

9. WARRANTY AND INDEMNITY

A. Content Provider warrants that it is the sole and exclusive owner (or licensee with right to sublicense) of Content Library provided to Company hereunder, and warrants that the Content Library will comply with the description and technical specifications contemplated by this Agreement. However, Content Provider does not warrant that the Content it hosts is error free.

B. The Company will indemnify, defend and hold harmless Content Provider, its affiliates, Practis, Inc., its officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of this Agreement, or any claim arising from changes in the lay-out of the Content and any claim arising from Company's way of displaying, using or integration of the Content, however not for the Content itself.

C. Content Provider indemnifies Company and holds Company harmless for from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of this Agreement, or any claim arising from changes in the lay-out of the Content and any claim arising from Content Providers's way of displaying, using or integration of the Content, however not for the Content itself.

D. Content Provider shall have no liability for unauthorized access to, or alteration, theft or destruction of, the web site or Company's data files, programs or information through accident, fraudulent means or devices. Content Provider shall have no liability with respect to Content Provider's obligations under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Content Provider has been advised of the possibility of such damages. In any event, the liability of Content Provider to Company for any such reason and upon any cause of action shall be limited to the amount actually paid to Content Provider by Company under this agreement during the (3) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

E. EXCEPT AS SPECIFIED IN THIS AGREEMENT, CONTENT PROVIDER MAKES NO WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

10. JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the State of North Carolina. All disputes under this Agreement shall be resolved by litigation in the courts of the State of North Carolina including the federal courts therein and the Parties all consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

11. AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

12. ASSIGNABILITY

Company may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation on the condition that Company will hold at least 60% of the shares in that party .Content Provider herewith explicitly accepts such assignment or transfer of agreement.

13. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

14. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

15. INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on the day indicated.

EXHIBIT A

Content Library Description

The Encounter Health Content Library, is a comprehensive library of topics on procedures and conditions as well as video and brochure assets.

Technical Description

The Encounter Health API is an application programming interface using the REST protocol. It is available via HTTP allowing programmatic access to the Encounter Health Content Library and metadata. Access to the API is provided on a per client website basis using provided authentication and access information.

Content is delivered in XML format that can be processed according to client website specifications. Provided documentation comprises available methods and returned XML structure. The API version of the Encounter Health adheres to World Wide Web Consortium (W3C) standards and contains valid XML documents.

Approved utilization of Encounter Health and API is provided through an API Key associated with a single client website as configured for authorized content syndication. Utilization is intended for a single website instance and may not be deployed for use on multiple websites. Content may not be redistributed in any manner.

Terms of Use

Practis grants your organization the right to the use of the Content Library associated with the Encounter Health API Software under the following conditions:

The Software must reference "Powered by Encounter Health TM". The Encounter Health TM name and hyperlink back to www.practisinc.com must always be used in any public reference to the Software.
All published content must reference the Encounter Health program with a link back to program website .
Your organization agrees to use the name Encounter HealthTM name to identify information from the Software by placing reference at the bottom of each topic when it is displayed.
Any exceptions to the Use of the Encounter Health guidelines must be approved in writing by Practis prior to implementation.
The content delivered through the Encounter Health System shall not be redistributed to an unauthorized third party, service, website or domain name.
Your organization shall not select, adopt or use a domain name or uniform resource locator (URL) or any portion thereof, the same as or confusingly similar to any Practis and or Encounter Health TM trademark.

Content Integrity

When implementing the Encounter Health Content Library, there are certain considerations to ensure that the information is presented in a manner that maintains its integrity. Maintaining this integrity is important to ensure that the information is presented in its correct context.

No changes can be made to content in the Encounter Health Content Library unless approved in writing by Practis.
At a minimum, a link to view terms of use must be present on every page of medical information from the Encounter Health Content Library. The disclaimer can be in small print and may be appropriately placed at the bottom of the page.