Service Agreement

MEDVOICE INC. SERVICE AGREEMENT

This Service Agreement (hereinafter “Agreement”) is entered into by and between MedVoice Inc. located at 5717 Legacy Drive, Suite 250, Plano, TX 75024, (hereinafter “COMPANY”), and the (Non-Company) parties named of the Company Proposal, collectively referenced hereinafter as “CLIENT”) located at or with principal location of business conducted at the address referenced on the Company Proposal, and all parties together hereinafter referred to collectively as “Parties.”

Parties collectively acknowledge that this Service Agreement is subject to periodic updates and the most current version shall be published and accessible via the online webpage provided to all Clients.

CLIENT agrees to retain COMPANY, and COMPANY agrees to provide the Services set forth in this Agreement and any Attachments included and incorporated herein by reference, to Client.

COMPANY provides various medical documentation, medical record review, medical coding, medical billing, revenue cycle management services, and credentialing and related information technology support services to healthcare organizations.

CLIENT is a healthcare organization consisting currently of licensed provider(s) with principal healthcare treatment practice and/or organization located at the address referenced in the Company Proposal.

CLIENT shall broadly refer to any organization with which the Company collaborates or affiliates for the purpose of providing services.

SECTION 1. DEFINITIONS

“Agreement” means this agreement and any statements of work hereto, as each may be amended from time to time in accordance with the terms of this

“Confidential Information” means all information (which includes Client Data) of a confidential or proprietary nature in any medium or format, whether or not marked or described as “confidential”, of or which relates to a Party or any of its Affiliates (collectively, the “Disclosing Party”) provided to the other Party or to any of its Affiliates (collectively, the “Receiving Party”) in the course of the dealings relating to this Agreement including, without limitation, technical, financial or business information, Personal Data, data, ideas, concepts or know-how. Confidential Information shall not include any information which: (a) is or becomes publicly known through no wrongful act or failure to act on the part of the Receiving Party; (b) is rightfully obtained by the Receiving Party, free from any obligation of confidence, from a third party which has represented to the Receiving Party that such source is entitled to disclose that information; (c) is known to the Receiving Party prior to such information having been furnished to the Receiving Party in the course of the dealings relating to this Agreement and was not subject to any confidentiality obligation on the part of the Receiving Party; or (d) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.

“Intellectual Property” means anything that is or may be protected by any Intellectual Property Right such as, but not limited to, works, performances, discoveries, inventions, trade-marks (including trade names and service marks), domain names, industrial designs, trade secrets, data, tools, templates, technology (including software in executable code and source code format), documents or any other information, data or materials and the expression of the foregoing, Confidential Information as applicable, mask work, integrated circuit topographies and any other proprietary

“Intellectual Property Rights” means any and all current and future worldwide intellectual and industrial property rights including, without limitation, all patent rights, copyrights, trade-mark rights, rights to trade secrets and know-how.

“Ownership” All intellectual property rights in any work product or deliverables produced by the Company in connection with the services shall remain with the

“Personal Data” means information contained in the Client Data which relates to an identified or identifiable individual.

“Services” means the particular Services to be provided as described in the “Service Order Form”.

“Term” means the length of time that the agreement will last

SECTION 2. SCOPE

Scope of Services. Company shall provide the Services to Client in accordance with the terms and conditions of this Agreement and as specified in service order form.

Client Obligations. Client shall obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, any modems, central processing units, servers, systems software, operating systems, networking, web servers and the like (the “Equipment”). Client must also maintain the security of such Equipment, including all Client accounts, passwords (including, but not limited to, administrative and user passwords), and files and shall be solely responsible for the use of the Client’s account whether or not used with the Client’s knowledge or consent.

Joint Responsibility for outcome of COMPANY shall use its best efforts to provide the CLIENT the Services as set forth in this Agreement, and CLIENT shall use reasonable efforts to perform its responsibilities as set forth herein.

CLIENT acknowledges and agrees that COMPANY‘s performance is dependent in part on the information and data CLIENT has or will provide to COMPANY under this Agreement, is and will be true, accurate and complete in all material respects.

SECTION 3: INDEMNITY AND LIMITATION OF LIABILITY.

Limitation of Liability: In no event shall either Party be liable to the other Party for any consequential, special, incidental, punitive or indirect damages (including, without limitation, loss of profit, revenue, business opportunity or business advantage), whether based upon a claim or action of contract, warranty, negligence, strict liability, indemnity or any other legal theory or cause of COMPANY shall have no liability to any affiliate or patient of CLIENT. COMPANY liability is limited to the duties and responsibilities of COMPANY as defined in this Agreement. COMPANY cumulative liability for any or all claims under this Agreement shall not exceed the total amount of the compensation fees paid by CLIENT hereunder for the previous twelve (12) months.

Indemnification: CLIENT shall defend, indemnify and hold COMPANY (and its service providers) harmless against any losses, suits, expenses, costs or damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising out of or in any manner connected with (i) any claim or suit by a patient or representative of a patient, (ii) any claim, legal action or penalties by a government agency or any governing entity, (iii) any claim, legal action or penalties by any individual or any entity.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Force Majeure: Neither Party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, or labor disputes.

SECTION 4. TERM

This Agreement shall commence on the Term Start Date and will automatically renew for successive one (1) year period commencing on the anniversary of the Term Start Date, unless otherwise terminated by thirty (30) day’s written notice of either party.

SECTION 5. TERMINATION

Termination: Either party may terminate this Agreement at the end of the Service Period by providing a written thirty (30) day notice to the other With respect to any Service(s) covered by this Agreement, the last-day-of-service termination date and fee obligations, if any, are covered in the Agreement Attachments, the provisions of which are incorporated herein by reference. The receiving Party is required to acknowledge receipt of termination notice in writing within five (5) business days.

Effect of Termination: In the event of a termination of this Agreement: (i) the rights granted by one Party to the other will immediately cease; (ii) Company shall issue Client an invoice for all accrued Fees which shall be immediately due and payable upon Client’s receipt of the final invoice; (iii) Company will delete or return any software provided by Client in connection with the Services and provide evidence of such deletion to Client; and (iv) each Party will return or destroy all Confidential Information of the other Party and provide evidence of such return of destruction to the other Party.

SECTON 6. CHANGES TO THE SERVICES

Change Requests. Client may, at any time and from time to time, request additions, deletions, amendments or any other changes to the Services (a “Change Request”). Company shall respond within ten (10) days of receipt of the Change Request indicating whether, in its discretion, it is able to comply with the request, and any costs or other changes to this Agreement required to comply with such request, which such costs and other changes shall be deemed to be incorporated into this Agreement.

SECTION 7. RESTRICTIONS ON USE.

Client agrees that it shall not and shall not permit or enable others to:

copy the software used in the Services in whole or part;
alter, modify, adapt, create derivative works based on, translate, deface, or reverse engineer, decompile or disassemble any of the Services or attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or otherwise create derivative works of any software used in the Services;
use any aspect of the Services to create, market or distribute any product or service that is competitive with the Services;
bypass or breach any security device or protection used for or contained in the Services; or
rent, publish, transfer, sell, lease, license, sublicense, distribute, disclose or make available or permit use of or access to, or otherwise make available, any of the Services to any other

SECTION 8. FEES

Fees. Company will invoice Client for the Services in accordance with the fee schedule set out in the “Service Order Form” (the “Fees”). Failure by Client to pay any amount owing within such period shall constitute a material breach of this

Taxes. Each Party shall be liable for its own taxes based upon net income, capital or gross receipts. All prices and license fees are exclusive of all applicable taxes such as national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees.

SECTION 9. CONFIDENTIALITY

All patient information and data provided by the CLIENT to COMPANY shall be kept confidential and shall not be disclosed to anyone outside of COMPANY other than to the extent necessary for COMPANY to provide any necessary services on behalf of the CLIENT. In addition, the Services and associated contractual terms and pricing are specific to Client and shall be treated as confidential information. CLIENT will not divulge the contents, terms, or pricing of this Agreement to any third party without the written consent of COMPANY.

SECTION 10. DISPUTE RESOLUTION

This Agreement shall be interpreted under the laws of the State of Texas and any disputes between the parties concerning the validity, interpretation, or performance of any of the terms or provisions of this Agreement or of any rights or obligations of the parties hereto shall be resolved in Collin County, Texas.

Any notices or communications anticipated by this Service Agreement shall be directed to the parties, as follows:

Company: MedVoice, Inc.

Company Representative: Mudassar Nazar

Address: 5717 Legacy Drive, Suite 250, Plano, TX 75024

Client:

Client Representative: Party(ies) Named in Company Service Order Form Address: As specified on Company Service Order Form

SECTION 11. WARRANTIES AND REPRESENTATIONS

CLIENT acknowledges that no guarantees, warranties, or implied guarantees, other than specifically defined within this Agreement, have been made by COMPANY to the CLIENT. COMPANY disclaims all implied guarantees or warranties.

SECTION 12. AGREEMENT NOT TO SOLICIT, HIRE.

CLIENT and COMPANY agree that during the term of this Agreement and for a period of one year after the expiration thereof, they will not contact employees or agents of the other party, for the purpose of enticing that person(s) away from the employment or contractual relationship of the other party.

SECTION 13. EXCLUSIVITY

COMPANY will be the exclusive service provider on behalf of Client following the signing date on this agreement and will be the only source of providing services for the CLIENT during the term of this Agreement or any extension.

SECTION 14. BREACH OF AGREEMENT.

If any party to this agreement believes the other Party is in breach of the Agreement, they shall give notice to the other Party including detailed documentation of the alleged breach. Said notice of breach must be submitted promptly upon alleged occurrence of the breach. The accused Party to the breach must acknowledge receipt of the notice of breach within five (5) standard business days. The accused party shall have thirty (30) days from the date of notice to cure the alleged breach and/or give notice of intent to submit the dispute to Arbitration for resolution.

SECTION 15. ATTORNEYS’ FEES.

In the event either Party retains an attorney to enforce any of the terms of this Agreement and is successful, the other Party agrees to pay the reasonable attorney fees of the prevailing party. In the event of a trial, the successful Party shall be entitled to any damages, attorneys’ fees, and costs as awarded by the court presiding over any such matter. The venue of any litigation shall be Collin County, State of Texas.

SECTION 16. ENTIRE AGREEMENT

This Agreement, with designated Attachments, represents the entire agreement between the parties and shall not be modified unless done so in writing signed by or on behalf of both parties.

The Effective Date of the Terms and Conditions of the Agreement shall be stated in Company Service Order Form for each Client.

AGREED TO AND SIGNED as per the Service Order Form