Channel Partner Agreement

Channel Partner
Agreement

This Agreement, entered into as of (the “Effective Date”) by and between Prevounce Health, Inc, a
corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as Prevounce), and
(hereinafter referred to as "Channel Partner").
WHEREAS, Prevounce is engaged in the creation, development, sale and distribution of software products (hereinafter
"Products") for the medical industry; and
WHEREAS, Channel Partner desires to enter into a relationship, whereby Channel Partner will utilize Prevounce products to
provide services to Channel Partner’s customers and clients (hereinafter, “Partner Clients”) under the terms and
conditions hereinafter set forth in this Channel Partner Agreement (hereinafter, the “Agreement”).
WHEREAS, Prevounce desires to provide a non-exclusive, revocable license for Channel Partner to provide services to
Partner Clients, pursuant to the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is
mutually agreed upon as follows:
1) Definitions
a) “Agents” means a Party’s employees, officers, directors, affiliates, subcontractors, and agents.
b) “Affiliate” (whether such word is capitalized or not) means with respect to any person, any person or entity that,
directly or indirectly, is controlled by, controls or is under common control with such person.
c) “Prevounce Devices” or “Devices” means all Prevounce RPM devices (branded or co-branded with “Pylo” or
“Prevounce” or other device otherwise sold or leased by Prevounce to Channel Partner) and related services that
are provided to customer for use with the Devices.
d) “Prevounce Platform” means the Prevounce cloud platform software as currently hosted at app.prevounce.com
e) “Prevounce Products” includes Prevounce Devices, Platform, API, software and other services provided by
Prevounce to customers.
f) “Protected Health Information” has the definition set out in Health Insurance Portability and Accountability Act of
1996, 42 U.S.C. Ch. 7, Subch. XI, Part C, and its implementing regulations at 45 C.F.R. Parts 160, 162 and 164, as
amended by the Health Information Technology for Economic and Clinical Health Act Section 1301, et seq. of the
American Recovery and Reinvestment Act of 2009 (collectively “HIPAA”).
g) “Improvements” means any additions, developments, enhancements, updates and other changes in the Software,
including any extensions of the label claims for any Software and any new designs for any Software.
h) “Intellectual Property” means intellectual property or proprietary rights of any description including (a) rights in
any patent, copyright, industrial design, URL, domain name, trademark, service mark, logo, trade dress or trade
name,
(b) related registrations and applications for registration, (c) trade secrets, moral rights, shop rights or publicity
rights, (d) inventions, discoveries, or improvements, modifications, know-how, techniques, methodologies,
writings, works of authorship, designs or data, whether or not patented, patentable, copyrightable or reduced to
practice, including any inventions, discoveries, improvements, modifications, knowhow, techniques,
methodologies, writings, works of authorship, designs or data embodied or disclosed in any: (i) computer source
codes (human readable format) and object codes (machine readable format); (ii) specifications; (iii)
manufacturing, assembly, test, installation, service and inspection instructions and procedures; (iv) engineering,
programming, service and maintenance notes and logs; (v) technical, operating and service and maintenance
manuals and data; (vi) hardware reference manuals; and (vii) user documentation, help files or training materials,
and (e) goodwill related to any of the foregoing.

Channel Partner Agreement – Confidential Page 10 of 14
2) Software License
a) Channel Partner is given a non-exclusive, fully revocable license to utilize Prevounce Products to perform
preventive, chronic care management and remote patient management services for and in collaboration with
Partner Clients subject to the terms and conditions of this Agreement and the End User Licensing Agreement as
provided upon logging into the Prevounce Platform.
b) Prevounce will retain complete and sole ownership of all Prevounce Products and reserves the unrestricted right
to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the
Prevounce Products and its value-added versions thereof anywhere in the world.
c) Prices, discounts, and other terms, if any, for Prevounce Software is set forth in ‘Exhibit A’.
3) Connected Monitoring Devices
a) The personal property leased or purchased under this Agreement is one or more units of a proprietary medical
device for monitoring certain physiological parameters (each a “Device” and collectively, the “Devices”). The
Devices subject to this Agreement include connected blood pressure monitors, weight scales, blood glucose
meters, pulse oximeters, peak flow spirometers and other devices as ordered by Channel Partner from Prevounce
or its subsidiaries.
i) In the event Channel Partner is leasing the Devices, a separate Device Lease Terms and Conditions shall be
signed by the Parties and shall be incorporated by reference for all purposes as if fully set out herein.
b) Device orders may be submitted by Channel Partner directly to Prevounce through:
i) A duly authorized Purchase Order document submitted to Prevounce via email to sales@prevounce.com
ii) An electronic Purchase Order submitted directly through the Prevounce Platform software within the patient
context, or
iii) An electronic Purchase Order received through a pre-approved EMR interface (such as HL7 ORM).
c) Devices ordered through the Prevounce Platform or an EMR interface are shipped pre-configured and linked to the
patient for which the device was ordered. Bulk orders of devices are
4) The Devices subject to this agreement as well as certain accessories and consumables necessary for use of the
Devices may be purchased or leased under the pricing set forth in ‘Exhibit A’.
5) In the event that a device is reported to be malfunctioning, Prevounce will provide initial remote technical support in
an attempt to ameliorate the issue. In the situation where a defect is found in the material or workmanship of the
device, Prevounce shall issue a Return Merchandise Authorization and ship a replacement device to the patient or
practice with a pre-paid label for the return of the malfunctioning device.
6) Custom Development and Customization
a) Where agreed between the Parties, Prevounce will provide Custom Development services in connection with
Prevounce Products which will be paid for by Channel Partner at rates negotiated between the Parties.
b) The scope of work, fee schedule and estimated timeline for initial Custom Development, if any, is incorporated
and attached to this agreement as Exhibit B.
7) Confidentiality and Non-Disclosure.
a) The Parties agree that the Products and information provided by each Party contain valuable proprietary trade
secrets of the originating Party. Any Products and information provided by either party shall be presumed to be
confidential and shall not require an affirmative marking. Title, ownership and all rights in copyrights, patents,
trademarks, trade secrets, and other intellectual property rights in the Products and any copy, portion, or
modification thereof, shall not transfer to the opposite Party, any Third-Party or End- Users and shall remain with
the originating Party. Nothing in this Agreement shall be construed as granting to the opposite Party, any Third-
Party or End-Users any license or right in or to any patent, copyright, trademark, or other proprietary right of the
originating Party. The Parties agree not to copy, modify, alter, translate, decompile, disassemble, or reverse
engineer the Products or attempt to disable any security devices or codes incorporated in the products or
proprietary information.
b) The Parties shall maintain the confidentiality of, and not disclose directly or indirectly to others, any confidential

Channel Partner Agreement – Confidential Page 10 of 14
or proprietary information of the opposite Party or any of their customers, licensors or vendors of the opposite
Party (collectively, “Third Parties”) which it may now have or may hereafter obtain, including, without limitation,
the Products, the terms and conditions of this Agreement, know-how, designs, specifications, drawings, diagrams,
blueprints, flow charts, technical reports, pricing, End-User lists, product plans, and other information, whether or
not reduced to writing, relating to the Products or business operations of the Parties any Third Parties.
8) Customer Support
a) During the Term, Prevounce agrees to provide Channel Partner reasonable and necessary customer support for
applicable Prevounce Products. Such support may include training and support regarding Prevounce Software and
Devices, workflow troubleshooting. Prevounce’s customer support shall be based on Prevounce’s best efforts and
Prevounce makes no representation, warranty or guaranty of Prevounce Products or Software access or
operability.
9) Device Quality and Regulatory
a) All United States regulatory activities relating to the sale, lease and manufacture of the Device(s) are the
responsibility of Prevounce, including appropriate FDA and other registrations and approvals, required in the
United States.
b) Prevounce shall manage and maintain records as may be required by applicable United States law related to
Devices. Such records may include design history files, manufacturing instructions used, process flow, process
qualification, use of validated equipment, design revision and configuration, resolution of discrepancies,
nonconforming Device or parts produced, rework performed and preventative maintenance.
c) Channel Partner agrees to promptly disclose to Prevounce any design issues, manufacturing issues, complaints
and investigations regarding a Device of which it becomes aware and will cooperate with Prevounce in the
investigation and evaluation of any patient complaint regarding a Device, whether alone or as part of another
product.
10) Device Warranty, Quality and Regulatory
a) Prevounce warrants to Channel Partner that any new Pylo branded device provided to Channel Partner shall be free
from liens, defects in design, materials and workmanship for a period of one (1) year from the date of delivery to
Channel Partner. During this warranty period, and provided in each instance that Channel Partner (i) is not in
default of any obligation, covenant or agreement under this Agreement and (ii) has properly satisfied all of its
obligations with respect to the use, operation, condition, cleaning, refurbishment, storage and maintenance of the
Device, then, in the event a new Pylo Device is defective or in need of repairs that are not occasioned by the
Channel Partner’s acts, omissions or negligence, or the acts, omissions or negligence of any owners, officers,
directors, employees, patients, agents, contractors or related parties of Channel Partner (each a “Defective Unit”),
and upon Channel Partner’s return of the Defective New Unit to Prevounce, Prevounce will, at Prevounce’s
expense, promptly effectuate the repair or replacement of the Defective Unit (with a new or refurbished unit at
Prevounce’s discretion), and will return to Channel Partner such repaired or replacement unit as soon as
reasonably possible. In cases of neglect, loss, abuse or product misuse, Prevounce shall not be liable for any form
of Device repair or replacement.
b) All devices shall only be repaired by properly trained representatives of Prevounce, and Channel Partner shall not
perform any repair work on or to any Prevounce or Pylo Device unless otherwise authorized in writing by
Prevounce.
c) Any material alteration, tampering, abuse and misuse, including any use of the Devices in a manner outside of the
use approved by the FDA, shall void any warranty provided by Prevounce.
d) NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, THIS WARRANTY OF REPAIR OR
REPLACEMENT SHALL BE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO CHANNEL PARTNER OR CHANNEP
PARTNER CLIENTS FOR ANY PREVOUNCE OR PYLO DEVICES PROVIDED HEREUNDER WHICH ARE FOUND TO BE
DEFECTIVE WHETHER SUCH REMEDIES BE IN CONTRACT, TORT OR AT LAW.
e) Prevounce shall have sole authority over performance issues, including without limitation all recalls or other field
actions, management of patient complaints and related issues involving the Device. Channel Partner shall
cooperate to the fullest extent and provide Prevounce all assistance reasonably requested by Prevounce in
connection therewith. Channel Partner shall provide Prevounce written notice of any and all malfunction or
deterioration in the characteristics and/or performance of the Device, as well as any inadequacy in the labeling or
the instructions for use which, directly or indirectly, might lead to or might have led to the death of a patient, or of
other persons or to a serious deterioration in their state of health (“Incidents”), any and all untoward medical

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occurrences associated with the use of the Device, whether or not considered related to the Device (“Adverse
Event(s)”) that could reasonably have been caused by the Device, or out-of-Device Specification performance
within five (5) business days of knowledge of any such event.
f) Prevounce represents that its manufacture, sale and delivery of Devices hereunder conform to the requirements of
applicable laws, regulations and technical standards of the United States. All devices sold and delivered to
Channel Partner under this agreement will have been manufactured in accordance with applicable Good
Manufacturing Practices set forth in the Code of Federal Regulations and any successor provisions or
amendments thereof that apply to the production of Devices under this Agreement and other applicable standards
and regulations, and that no Devices delivered by Prevounce to Channel partner shall be adulterated or misbranded
at the time of delivery within the meaning of the FDA Act and regulations promulgated thereunder.
11) Access to Data and Data Transfers
a) Prevounce shall provide access to raw physiological data, “raw data”, defined as any data gathered from a
monitored patient that is processed by the Prevounce Platform to create reports, data captured from inputs or
questionnaire answers by monitored users (patient reported data) and devices used by monitored patients (device
data) or data derived from patient reported or device data. Such data includes, but is not limited to, respiration
rates, weights, blood pressure measures, glucose readings and Sp02 measurements and any notes or comments
made by the patient during the measurement of such data.
b) Within ninety (90) days following the expiration or termination of this Agreement, Channel Partner may make a
written request for a copy of its patient and device data. Provided Channel Partner is not in default, Prevounce shall
deliver to Channel Partner, in a mutually agreed upon manner and format, a copy of Channel Partner’s patient and
device data saved and stored during the Term. In no event shall Prevounce have any obligation to store or save any
data for more than ninety (90) days following the expiration or any termination of this Agreement.
12) Representations, Indemnifications and Warranties
a) Channel Partner represents and warrants that all user and patient information entered into Prevounce Products
will be covered by a valid Business Association Agreement as described in in 45 CFR § 164.
b) Except as provided in this agreement, the Prevounce Portal, and all associated Products are licensed "as is" and
Prevounce makes no representations or warranties with respect to the complete system, express or implied,
including, but not limited to, implied warranties of merchantability and fitness for a particular purpose or that the
system or the system enhancements as developed and designed will meet any requirements or will perform error
free or in conformance with the needs or requirements of Channel Partner or any other third party.
c) PREVOUNCE’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW,
WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE PAYMENTS
ACTUALLY RECEIVED BY PREVOUNCE FROM CHANNEL PARTNER UNDER THIS MASTER AGREEMENT IN THE 12
MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.
d) The Prevounce Platform will be operational such that Channel Partner and Channel Partner Clients shall have the
ability to access and utilize the Prevounce Platform (as hosted at app.prevounce.com), a minimum of 98% of the
time for each calendar month. In the event that Prevounce is unable to meet the 97% service level agreement,
compensation is available to Channel Partner as follows:
i) 98% + uptime: 0% discount
ii) 90% – 97.99%: 5% discount off impacted customer’s software fees
iii) 80% – 89.99% :15% discount off impacted customer’s software fees
iv) Under 89.99%: Reduced by an equal ratio (80% down time equals 20% discount off impacted customer’s
software fees)

13) Business Associate Relationship
a) Prevounce Products may incorporate and store patient Private Health Information (PHI) as defined under the
Health Insurance Portability and Accountability Act of 1996 (HIPAA) as a Business Associate of Channel Partner.

Channel Partner Agreement – Confidential Page 10 of 14
b) The use, disclosure and safekeeping of PHI between Channel Partner and Prevounce shall be governed by a valid
Business Associate Agreement between the Parties as attached and incorporated into this Agreement as ‘Exhibit
C’.
c) Channel partner is solely responsible for using the Prevounce Platform and other Prevounce Products in a manner
compliant with HIPAA and other applicable laws, rules and regulations.
14) Obligations to Pay.
a) Channel Partner’s obligation to pay Prevounce for any leased or purchased Devices, Software subscription fees,
services or any other monies owed under this Agreement, is not conditioned on Channel Partner’s receipt of
payment from any patient, insurance payor or third party. Prevounce makes no representation or warranties
regarding Channel Partner’s right to any payment for the Devices, Software subscription fees or services, and
Channel Partner shall be responsible for compliance with any applicable reimbursement laws, rules and
regulations, including the requirements of the Centers for Medicare and Medicaid Services anti-markup pricing
limitation (42 CFR §414.50, Anti-Markup Rule).
15) Intellectual Property
a) Channel Partner acknowledges that any and all Intellectual Property Rights in Prevounce Products, including any
changes or improvements to Prevounce Products resulting from Channel Partner feedback or suggestions, is and
shall remain the property of Prevounce. All software is licensed, not sold by Prevounce. All rights not expressly
granted under this Agreement are reserved.
16) Non-Solicitation of Clients
Channel Partner understands and acknowledges that because of its experience with and relationship to Prevounce,
Channel Partner will have access to and learn about much or all of Prevounce’s clients’ information. “Customer
Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, and other
information identifying facts and circumstances specific to the client and relevant to sales. Channel Partner
understands and acknowledges that loss of this client relationship and/or goodwill will cause significant and
irreparable harm. Channel Partner agrees not to directly or indirectly solicit, contact (including but not limited to e-mail,
regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Prevounce’s
current, former or prospective clients for purposes of offering or accepting goods or services competitive with those
offered by Prevounce without Prevounce’s express written consent.
17) No Subcontracting or Assignment
a) Subcontracting or assignment of this Channel Partner Agreement to an entity that is not a subsidiary of,
controlled by, or in control of Channel Partner (an “Unaffiliated Entity”) is prohibited. Under no circumstances will
Channel Partner subcontract, assign, delegate or otherwise have any unaffiliated entity perform any of the duties
and obligations of Channel Partner under this agreement without Prevounce’s express written consent.
18) Governing Law
a) This Agreement shall be deemed to have been made in Indiana and shall be governed and construed in
accordance with the laws of the State of Indiana, the site of Prevounce’s Business Offices.
19) Term and Termination
a) This Agreement shall commence on execution and continue until a party shall give notice to the other party of its
desire to terminate this Agreement upon at least ninety (90) days prior written notice. On date of completed
termination, all licenses conferred to Channel Partner under this Agreement shall be immediately revoked.
b) Termination for Material Breach
i) Either Party may terminate this Agreement in the event that the other Party shall have materially breached any of
its obligations, representations or warranties hereunder and shall not have cured such breach within thirty (30)
days after written termination notice is given to the other Party specifying the nature of the alleged breach,
which such termination shall be effective as of the end of the calendar month in which such thirtieth (30th) day
falls unless otherwise mutually agreed; provided, however, if upon the expiration of such thirty (30) day cure
period, the other Party is still diligently pursuing effectuation of such cure, or if the other Party has diligently
attempted to effect such a cure within such cure period but cannot complete such cure because of the failure
of a third party (such as a governmental agency) to act within such period, then the other Party shall have a
reasonable time beyond such cure period to complete its cure but in no event shall such additional period exceed
thirty (30) days following the expiration of such thirty (30) day cure period. Additionally, either Party may
immediately terminate this Agreement for cause in the event the other Party ceases operations or is excluded

Channel Partner Agreement – Confidential Page 10 of 14
from any federal or state payor system (including but not limited to Medicare, Medicaid, or Tricare).
c) Termination upon Bankruptcy, Etc
i) Either Party may terminate this Agreement immediately upon written notice to the other Party upon the
occurrence of any of the following events to or in connection with the other Party: (i) voluntary or involuntary
bankruptcy, liquidation or reorganization, or receivership or commencement of a similar insolvency proceeding,
which, in the case of any such involuntary proceeding, is not discharged or dismissed within thirty (30) days, (ii)
cessation of business operations, or (iii) election to dissolve or wind-up business.

Channel Partner Agreement – Confidential Page 10 of 14
20) Disputes
a) Any claim, matter or controversy arising out of or relating to this Agreement, or the breach thereof, shall be
decided by arbitration in accordance with the Commercial Industry Rules of the American Arbitration Association
governing at that time, unless the parties mutually agree otherwise in writing. The prevailing party in any such
arbitration shall be entitled to recover reasonable attorney’s fees, expenses of council, expert witness fees and
any other arbitration expenses. The award of the arbitrators shall be final and binding, and be enforced in any
court of competent jurisdiction.
21) Entire Agreement
a) This Agreement embodies the entire agreement between the parties hereto, and there are no verbal or collateral
agreements between them. All preliminary negotiations, representations and discussions are deemed merged
herein. This Agreement may be altered or modified only in writing and signed by all parties hereto.
22) All Amendments in Writing
a) No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the party against whom such waiver, amendment or modification is
sought to be enforced.
23) Non-Assignability
a) Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any
of its obligations under this Agreement to any third party without the express written permission of the other. Any
such assignment is deemed null and void.
24) Severability
a) If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable
statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this
Agreement shall remain in full force and effect
25) Survival of Certain Provisions
a) The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the
termination of the Agreement by either party for any reason.
IN WITNESS WHEREOF, the parties have executed this Agreement to go into effect on the date and year above first written.
Prevounce Health, LLC

x

(Channel Partner)

x

Name Name

Title

Title

Channel Partner Agreement – Confidential Page 10 of 14

EXHIBIT A

PRODUCT LICENSE AND USAGE FEES

Initial Setup and Hosting
 Initial Setup (One Time): $200
 Monthly Hosting: $90
Annual Wellness and Preventive Visits
 1 to 50 visits/month
o $20 per visit
 51+ visits/month
o $13 per visit
Chronic Care Management
 1 to 99 patients/month
o $5.00 per billable patient/month
 100+ patients/month
o $4.00 per billable patient/month

Negotiated Pricing: $2.50 per billable patient/month (see right)
Remote Patient Monitoring
 1 to 50 patients/month
o $12.00 per billable patient/month.
 51+ patients/month
o $10.00 per billable patient/month.
Cellular Device Purchasing (Shipping not included)
 Blood Pressure Monitor (802-LTE)
o $95/each
 Weight Scale Plus (300-LTE)
o $95/each
 Blood Glucose Meter (iGlucose – Third Party)
o $85/each
 Blood Glucose Strips (iGlucose – Third Party)
o $15 per pack of 50.
Tax and shipping may apply to all device orders.

Specialty Pricing: Client anticipates 1,000
patients in 6 months and is requesting
volume pricing for that tier prior to meeting
the minimum qualifications. $2.50 pricing
for CCM will be honored for the first 3
months. By the end of the 3rd month, if at
least 500 patients are actively enrolled,
CCM encounters will continue to be
charged at $2.50. If this volume
benchmark is not met, standard pricing will
be implemented. By the end of the 6th
month, if at least 1000 patients are
actively enrolled, CCM encounters will
continue to be charged at $2.50. If this
volume benchmark is not met, standard
pricing will be implemented.

Cellular Service
The above pricing includes 12 months of cellular connectivity service. Upon expiration the service can reactivated for $25
for 12 months per device.
Change of Pricing
Prevounce reserves the right to change any and all pricing with sixty (60) days prior written notice to Channel Partner.
Payment Terms
Device purchases are invoiced prior to shipment and payable on receipt.
Billing for each monthly billing period occurs on the first of the following month, NET 15. Prevounce may automatically
debit/charge fees owed at the end of the NET 15 period.

Channel Partner Agreement – Confidential Page 10 of 14

EXHIBIT B
Initial Custom Development

None

Channel Partner Agreement – Confidential Page 10 of 14

EXHIBIT C

BUSINESS ASSOCIATE AGREEMENT

This BUSINESS ASSOCIATE AGREEMENT (“Business Associate Agreement”) is made effective
(the “Effective Date”), by and between , (“Covered
Entity”), and Prevounce Health, Inc (the “Business Associate”).
R E C I T A L S:
WHEREAS, Covered Entity and the Business Associate are parties to an agreement (the “Underlying
Agreement”) pursuant to which the Business Associate provides certain services to Covered Entity; and
WHEREAS, in the course of providing these services to Covered Entity, the Business Associate may receive
Protected Health Information as defined in 45 C.F.R. §164.501 and, therefore, may constitute a Business
Associate of Covered Entity within the meaning of 45 C.F.R. §160.103; and
WHEREAS, Covered Entity and the Business Associate intend to protect the privacy and confidentiality of
Protected Health Information and to permit Covered Entity, a Covered Entity under the Health Information
Portability and Accountability Act of 1996 and its promulgating regulations (“HIPAA”), to comply with the
requirements concerning Business Associates imposed by HIPAA.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the above-expressed
recitals, which recitals are incorporated herein by reference and made a part of this Business Associate
Agreement the same as if they were hereinafter set out, and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowledged by the parties hereto upon their execution of
this Business Associate Agreement, the parties hereto agree as follows:
I. DEFINITIONS FOR USE IN THIS
AGREEMENT “Availability” is defined in 45 C.F.R.
§164.304.
“Breach Notification Rule” means the regulations for Breach Notification for Unsecured Protected Health
Information published in the Federal Register on January 25, 2013.
“Confidentiality” is defined in 45 C.F.R. §164.304.
“Data Aggregation” is defined in 45 C.F.R. §164.501.
“Designated Record Set” is defined in 45 C.F.R. §164.501.
“Electronic Protected Health Information” is defined in 45 C.F.R. §160.103.
“Individual” is defined in 45 C.F.R. §160.103.
“Individually Identifiable Health Information” is defined in 45 C.F.R. §160.103.
“Integrity” is defined in 45 C.F.R. §164.304.
“Limited Data Set” is defined in 45 C.F.R. §164.514(e)(2).
“Privacy Standards” means the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R.
Parts 160 and 164.
“Protected Health Information” is defined in 45 C.F.R. §160.103.
“Security Incident” is defined in 45 C.F.R. §164.304.
“Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information at
45 C.F.R. Part 160 and Part 164, Subparts A and C.
The terms defined in this Section I of this Business Associate Agreement have the meanings given
them under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) Privacy and Security
Rules (45 C.F.R. Part 160, Subparts A, B, and C and Part 164, Subparts A, C, and E), as amended by the Privacy
and Security provisions set forth in Section 13400 of the Health Information Technology for Economic and
Clinical Health Act (“HITECH Act”). Any reference in this Business Associate Agreement to a Section in the

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HIPAA Privacy or Security Rules means the Section as amended by the HITECH Act as enforceable on the
Effective Date, and as may thereafter be amended from time to time by guidance, regulation or otherwise.
II. SCOPE OF USE AND DISCLOSURE OF PROTECTED
HEALTH INFORMATION
Section 2.1. Ownership, Use and Disclosure of Health Information. The Business Associate’s permitted and
required uses and disclosures of Protected Health Information received from, or created or received by the
Business Associate on behalf of, Covered Entity will be limited to the uses and disclosures that are necessary
for the Business Associate to perform the services which it provides to Covered Entity pursuant to the
Underlying Agreement or required by law. The Business Associate further warrants and represents that when
using, disclosing or requesting Protected Health Information the Protected Health Information will be limited to
the minimum necessary to accomplish the intended purpose of the use, disclosure or request. The Business
Associate will neither use nor disclose any Protected Health Information received from, or created or received
by the Business Associate on behalf of, Covered Entity, except as permitted or required in order to perform the
services that it provides to Covered Entity pursuant to the Underlying Agreement, as required by law, or as
otherwise authorized in writing by Covered Entity. The Business Associate will use appropriate safeguards to
prevent the prohibited use or disclosure of Protected Health Information received from, or created or received
by the Business Associate on behalf of, Covered Entity. The Business Associate may use Protected Health
Information it receives from Covered Entity as necessary for the proper management and administration of the
Business Associate and to carry out the Business Associate’s legal and contractual responsibilities. Upon
receipt of authorization in writing by Covered Entity, the Business Associate may de-identify Protected Health
Information pursuant to 46 C.F.R. §164.514, however, the Business Associate may only use the de-identified
information as specifically authorized in writing by Covered Entity. The Business Associate acknowledges that,
as between the Business Associate and Covered Entity, all Protected Health Information will be and remain the
sole property of Covered Entity, including any and all forms thereof developed by the Business Associate in the
course of its fulfillment of its obligations pursuant to this Business Associate Agreement. The Business
Associate agrees to abide by Covered Entity’s policies, procedures and practices relating to the subject matter
of this Business Associate Agreement.
Furthermore, the Business Associate will adhere to requirements set forth at Section 13405 of the
HITECH Act, for (a) requests for restrictions on disclosures; and (b) limitation of disclosures of PHI to, if
practicable, “Limited Data Sets” or, if needed, the minimum necessary health information to accomplish the
intended purpose, subject to exceptions for, among other things, disclosures for treatment, disclosures to the
Individual, disclosures pursuant to an authorization, and disclosures to determine compliance.
Section 2.2. Reporting. The Business Associate will track all disclosures of Protected Health
Information to third parties, including those made to the Business Associate’s directors, officers,
subcontractors, employees, affiliates, agents and representatives, other than those disclosures that meet the
exception criteria of 45 C.F.R. §164.528.
The Business Associate will report to Covered Entity any unauthorized or improper use or disclosure of
any Protected Health Information regarding the terms and conditions of this Business Associate Agreement or
applicable federal and state laws as soon as practicable, but in no event later than five (5) days of the date on
which the Business Associate becomes aware of such use or disclosure. In the event of a breach, the Business
Associate will, in consultation with Covered Entity, mitigate, to the extent practicable, any harmful effect of
such breach that is known to the Business Associate.
This reporting obligation will include at a minimum the following information:
(i) the nature of the violating use or disclosure;
(ii) identify the Protected Health Information used or disclosed;
(iii) identify the violated Individual;

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(iv) identify the Individual who received the violated use or disclosure;
(v) identify the corrective action the Business Associate took or will take to prevent further violations;
(vi) identify the acts that the Business Associate took or will take to mitigate any harmful effect of the
violation; and
(vii) provide such other information as Covered Entity may request.
If all of the information cannot be obtained within the five (5) day period, the Business Associate will
supplement the information previously provided as soon as information becomes available.
At Covered Entity’s request, the Business Associate will notify Individuals of the occurrence and will pay
any cost of such notifications as well as any costs associated with the violation. The Business Associate must
obtain Covered Entity’s prior approval of the time, manner and content of any such notification, provide
Covered Entity with copies of the notification and provide the notification within sixty (60) days after discovery of
the breach. The Business Associate will have the burden of demonstrating to Covered Entity that all
notifications were made as required.
The Business Associate will comply with the Breach Notification requirements set forth in the HITECH
Act and in an Interim Final Rule (“IFR”) issued by the Department of Health and Human Services (“HHS”) on
August 24, 2009, as may be hereafter amended.
Section 2.3. Subcontractors and Agents. The Business Associate will require each of its subcontractors or
agents to whom the Business Associate provides Protected Health Information received from, or created or
received by the Business Associate on behalf of, Covered Entity to agree to written contractual provisions that
impose at least the same obligations to protect such Protected Health Information as are imposed on the
Business Associate by this Business Associate Agreement, including the obligation to reasonably and
appropriately protect the Confidentiality, Integrity and Availability of Electronic Protected Health Information as
required by the Security Rule; provided, however, this provision does not authorize the engagement of
subcontractors or agents unless Covered Entity otherwise specifically authorizes it in writing.
Section 2.4. Access to Information. Within ten (10) days of a request by Covered Entity for access to
Protected Health Information about an individual contained in a Designated Record Set, the Business
Associate will make available to Covered Entity such Protected Health Information for so long as such
information is maintained in the Designated Record Set. In the event any individual requests access to
Protected Health Information directly from the Business Associate, the Business Associate will within ten (10)
days forward such request to Covered Entity.
Section 2.5. Availability of Protected Health Information for Amendment. Within fifteen (15) days of receipt
of a request from Covered Entity for the amendment of an individual’s Protected Health Information or a record
regarding an individual contained in a Designated Record Set (for so long as the Protected Health Information
is maintained in the Designated Record Set), the Business Associate will provide such information to Covered
Entity for amendment and incorporate any such amendments in the Protected Health Information maintained
by the Business Associate as required by 45 C.F.R. §164.526.
Section 2.6. Accounting of Disclosures. Within ten (10) days of notice by Covered Entity to the Business
Associate that it has received a request for an accounting of disclosures of Protected Health Information,
other than related to the treatment of the patient, the processing of payments related to such treatment, or the
health care operations of a covered entity or its business associate and not relating to disclosures made earlier
than six (6) years prior to the date on which the accounting was requested, the Business Associate will make
available to Covered Entity such information as is in the Business Associate’s possession and is required for
Covered Entity to make the accounting required by 45 C.F.R. §164.528. At a minimum, the Business Associate
will provide Covered Entity with the following information: (i) the date of the disclosure, (ii) the name of the entity
or person who received the Protected Health Information, and if known, the address of such entity or person, (iii)
a brief description of the Protected Health Information disclosed, and (iv) a brief statement of

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the purpose of such disclosure which includes an explanation of the basis for such disclosure. In the event the
request for an accounting is delivered directly to the Business Associate, the Business Associate will within
five (5) days forward such request to Covered Entity. The Business Associate will implement an appropriate
record keeping process to enable it to comply with the requirements of this section.
Section 2.7. Availability of Books and Records. The Business Associate agrees to make its internal
practices, books and records, including policies and procedures, relating to the use and disclosure of Protected
Health Information received from, or created or received by the Business Associate on behalf of, Covered Entity
available to Covered Entity (upon Covered Entity’s written request) and/or to the Secretary of the U.S.
Department of Health and Human Services (“Secretary”) within five (5) days of receiving such request, or as
designated by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the
Privacy Rule and Security Rule. The Business Associate will promptly notify Covered Entity of communications
with the Secretary regarding Protected Health Information provided by or created by Covered Entity and will
provide Covered Entity with copies of any information the Business Associate has made available to the
Secretary under this provision.
The Business Associate will provide Covered Entity with a copy of its written information security
program upon request.
Section 2.8. Notice of Request for Data. The Business Associate agrees to notify Covered Entity within five
(5) days of the Business Associate’s receipt of any request or subpoena for Protected Health Information in
order to provide Covered Entity an opportunity to intervene and to object. To the extent that Covered Entity
decides to assume responsibility for challenging the validity of such request, the Business Associate will
cooperate fully with Covered Entity in such challenge.
Section 2.9. Security of Electronic Protected Health Information. The Business Associate will develop,
implement, maintain and use administrative, technical and physical safeguards that reasonably and
appropriately protect the Confidentiality, Integrity and Availability of Electronic Protected Health Information that
the Business Associate creates, receives, maintains or transmits on Covered Entity’s behalf as required by the
Security Rule.
III. TERMINATION OF Business Associate Agreement WITH THE BUSINESS ASSOCIATE
Section 3.1. Termination As a Result of Termination of the Underlying Agreement. This Business Associate
Agreement will remain in effect for the entire term of the Underlying Agreement, or until terminated as set forth
herein. In addition to the termination provisions hereinafter set forth, if the Underlying Agreement terminates,
this Business Associate Agreement will terminate at the same time that the Underlying Agreement terminates.
Section 3.2. Termination Without Cause. Either party to this Business Associate Agreement may terminate
this Business Associate Agreement without cause upon thirty (30) days prior written notice to the other.
Section 3.3. Termination for Breach of this Business Associate Agreement by the Business Associate.
Covered Entity, at its sole option and without an opportunity to cure, may terminate this Business Associate
Agreement immediately without further liability if Covered Entity determines that the Business Associate has
violated a material term of this Business Associate Agreement related to the protection or security of
Protected Health Information. Provided, however, that if the termination of the Business Associate Agreement
pursuant to the terms of this Section 3.3 is not feasible, in Covered Entity’s sole discretion, the Business
Associate acknowledges and agrees that Covered Entity has the right to report the breach to the Secretary.
Section 3.4. Termination for Cause Other Than Breach by the Business Associate. Either party may
immediately terminate this Business Associate Agreement if the other party has a receiver or trustee
appointed for any or all of its property, becomes insolvent or otherwise is unable to pay its debts as they

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mature, makes an assignment for benefit of creditors, becomes subject to bankruptcy proceedings or is
dissolved or liquidated.
Section 3.5. Amendment for Compliance. Covered Entity and the Business Associate agree that this
Business Associate Agreement will be deemed amended by any changes to the HIPAA Privacy and Security
Rules as may occur from time to time, and will be deemed to incorporate those changes so as to enable
Covered Entity and the Business Associate to comply with the requirements of the Privacy Rule, the Security
Rule, or any applicable provisions of any other federal or state law, as such laws or regulations may be
amended from time to time. However, should any state or federal law or regulation now existing or enacted
after the Effective Date of this Business Associate Agreement, including without limitation HIPAA and the
Privacy Rule, be amended or interpreted by judicial decision or a regulatory body in such a manner that either
party reasonably determines renders any provision of this Business Associate Agreement in violation of such
law or regulation or adversely affects the parties’ abilities to perform their obligations under this Business
Associate Agreement, the parties agree to negotiate in good faith to amend this Business Associate
Agreement so as to comply with such law or regulation and to preserve the viability of this Business Associate
Agreement. If, after negotiating in good faith, the parties are unable to reach agreement as to any necessary
amendments, either party may terminate this Business Associate Agreement without penalty.
Section 3.6. Return or Destruction of Protected Health Information Upon Termination. Upon termination of
this Business Associate Agreement, the Business Associate will return to Covered Entity or destroy all
Protected Health Information that it still maintains and that it received from Covered Entity or created or
received on behalf of Covered Entity. The Business Associate will not retain any copies of such Protected
Health Information. Notwithstanding the foregoing, to the extent that Covered Entity agrees that it is not
feasible to return or destroy such Protected Health Information, the terms and provisions of this Business
Associate Agreement will survive termination of this Business Associate Agreement and such Protected
Health Information will be used or disclosed solely for such purpose(s) which prevented the return or
destruction of such Protected Health Information.
Section 3.7. Effects of Termination.
A. General Effects of Termination. Upon termination or expiration of this Business Associate Agreement,
neither party will have any further obligations under this Business Associate Agreement except for (i)
obligations accruing under this Business Associate Agreement prior to the date of termination, and (ii)
obligations, promises or covenants contained in this Business Associate Agreement which are to extend
beyond the term of this Business Associate Agreement.
IV. GENERAL PROVISIONS
Section 4.1. No Third Party Beneficiaries. Nothing express or implied in this Business Associate Agreement is
intended to confer, nor will anything herein confer any rights or remedies upon any person other than Covered
Entity and the Business Associate and their respective permitted successors and permitted assigns.
Section 4.2. Headings. The headings of this Business Associate Agreement are inserted for convenience only
and are not to be construed in the construction of the provisions hereof.
Section 4.3. Interpretation/Compliance with Law. Any ambiguity in this Business Associate Agreement will be
resolved to permit Covered Entity to comply with HIPAA.
Section 4.4. Governing Law and Forum. This Business Associate Agreement will be subject to and governed
by the laws of the State of Indiana. Any action or proceeding arising directly or indirectly in connection with,
out of or related to this Business Associate Agreement will be commenced and maintained only in courts
located in Marion County, Indiana.

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Section 4.5. Entire Agreement. This Business Associate Agreement contains the entire agreement between
the parties with respect to the Confidentiality, use and disclosure of Protected Health Information and replaces
any and all prior agreements between the parties with respect to the Confidentiality, use and disclosure of
Protected Health Information.
IN WITNESS WHEREOF, the undersigned have executed this Business Associate Agreement in multiple
counterparts, each of which has the force and effect of an original, as of the Effective Date.

COVERED ENTITY PREVOUNCE HEALTH, INC
By:__________________________________ By:____________________________

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