PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the “Agreement”) is made and entered into as of *   , 2022, by and between REMOTECARE PROVIDERS, LLC, DBA SETMD CARE (the “Vendor”) with offices located at 28 Atlantic Ave., #225, Boston, MA 02110 and Production Company*. (“Producer”) with offices located at   Street Address*      City*   State*   Zip*   
for certain telemedicine services to be provided by Vendor which are more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Services”) in connection with the motion picture production currently entitled   name of project   .

1.Condition Precedent
Producer shall have no obligation to perform hereunder unless and until Producer receives an executed original of this Agreement, in form and substance acceptable to Producer.

2.Services

(a) Vendor shall perform the Services requested by Producer, in a manner deemed satisfactory to Producer in its absolute discretion, provided, however, that Producer shall not infringe upon Vendor’s independent medical judgment. Vendor shall in no event engage any employees, contractors or agents of Producer to perform any part of the Services hereunder.

(b) Time is of the essence in the performance of Vendor’s Services hereunder.

(c) In addition to Producer specifications and requirements, Vendor shall comply with all applicable laws, regulations, rules and, where applicable, common laws as well as all professional standards generally accepted in the industry including, but not limited to, payment of all licenses or permit fees.

3.Compensation

As total compensation for Vendor’s performance of its Services, and on the condition of Vendor’s full and timely observance and performance of all of its obligations hereunder and further provided that Vendor is not in breach or default of this Agreement, Producer agrees to pay Vendor the fees set in Exhibit “A”, which shall not be subject to any change during the term. Vendor shall not be entitled to any other compensation for its Services, including reimbursement of any costs or expenses, unless Vendor obtains prior authorization from Producer.

Vendor shall invoice Producer periodically following completion of the Services, or as otherwise agreed to between the parties, for Services rendered, and each invoice shall provide such detail, itemization and supporting documentation as Producer may reasonably request. Subject to Producer’s prior review of the Services invoiced, payment in full of the undisputed amount of each invoice shall be due within thirty (30) days following receipt by Producer of the invoice.

All costs of insurance, packaging, storage, handling, freight and transportation required in connection with the performance of the Services shall be the sole responsibility of Vendor: (i) Producer shall only be responsible for any equipment furnished by Vendor to Producer in connection with the Services after acceptance by Producer and while any such equipment is in the complete, care, custody and control of Producer; and (ii) Vendor shall assume and pay all taxes (including the collection from Producer and timely remittance of sales and use taxes, where applicable), charges or other assessments required by law due to the related services to Producer hereunder.

4.Representations and Warranties

Vendor hereby represents and warrants to Producer that: (a) Vendor has the requisite personnel, skill, experience and resources to provide the Services; (b) Vendor possesses all licenses, permits and regulatory approvals required to perform the Services hereunder; (c) Vendor is adequately financed to meet any financial obligation it may incur under this Agreement, and Vendor shall timely make all payments to third party providers utilized hereunder; (d) Vendor is not bound by any contract, commitment or other obligation which conflicts with Vendor’s obligations under this Agreement; and (e) all Services shall be performed in accordance with professional standards generally accepted in the industry and in an expeditious and efficient manner consistent with the best interests of Producer.

5.No Obligation to Use

Neither Producer nor its assigns will be obligated to utilize the Services in connection with the Picture or otherwise. Vendor is engaged by Producer on a non-exclusive basis. Vendor acknowledges and agrees that Producer shall not be precluded from obtaining services (including which may be similar to the services provided by Vendor hereunder) from any other service provider.

6.Confidentiality
Vendor shall not issue or authorize the publication of any news stories or publicity of any kind in any manner by any media (including, without limitation, by television, radio, newspaper or interactive media such as Facebook, Twitter, or any other interactive social network or personal blog) relating to or naming the Picture, Producer or The Walt Disney Company or the business or production methods of Producer, the Walt Disney Company or their successors, assigns or affiliated entities, or Vendor’s involvement with the Picture, nor may Vendor use any images from the Picture or any fanciful characters or designs of Producer or The Walt Disney Company, or any of their subsidiary companies, for any purpose whatsoever, without the prior written consent of Producer and The Walt Disney Company. Vendor may, during the course of its engagement hereunder, have access to, and acquire knowledge from, material, data, systems, and other sources which are not available to the general public (collectively, the “Confidential Information”). Any knowledge acquired by Vendor from such Confidential Information, or otherwise through its engagement hereunder shall not be used, published, or divulged by Vendor in any manner by any media (including, without limitation, by television, radio, newspaper or interactive media such as Facebook, Twitter, or any other interactive social network or personal blog) to any other person, firm, or corporation without first having obtained the written permission of Producer, which permission Producer may withhold in its sole discretion. Vendor hereby acknowledges that unauthorized disclosure of any Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Vendor agrees that Producer (without limiting its rights pursuant to this Agreement) shall have the right to seek injunctive relief from any breach of this Paragraph, in addition to any other rights and remedies Producer may have, including without limitation, Producer’s right to terminate this Agreement. This Paragraph shall survive the termination or expiration of the term of this Agreement.

7.Name Prohibition

Notwithstanding anything to the contrary in this Agreement, Vendor shall acquire no right to use, and shall not use the name of the Picture, the Producer, The Walt Disney Company or any of their respective successors, assigns or affiliated entities (either alone or in conjunction with or as part of another name or word), titles released under any of the foregoing, or any fanciful characters, designs, trademarks, trade names or copyrighted works of the Producer, The Walt Disney Company or any of their respective successors, assigns or affiliated entities of Producer:

(a) in any advertising, publicity or other disclosures;

(b) to express or imply any endorsement of Vendor’s services; or

(c) for any other purpose or in any other manner, except only as necessary for Vendor to properly perform under this Agreement. The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement.

8.Insurance

Vendor shall, prior to the commencement of any Services as contemplated hereunder and throughout the term of this Agreement, Vendor will at Vendor’s sole expense, obtain and maintain:

(a) Commercial General Liability Insurance to include contractual and products/completed operations with minimum limits of $2,000,000 per occurrence on an occurrence form basis, and Automobile Liability coverage with minimum combined single limits of $2,000,000 protecting it and Producer from claims for personal injury (including bodily injury and death) and property damage which may arise from or in connection with the performance of Vendor’s Services hereunder or from or out of any negligent act or omission of Vendor, its officers, directors, agents, subcontractors, employees or staff;

(b) Worker’s Compensation Insurance as required by applicable law and Employer's Liability Insurance with minimum limits of $1,000,000 per occurrence; and

(c) Professional Liability Insurance to include contractual coverage and an endorsement allowing cross liability, with a minimum limit of $1,000,000 per claim, protecting it and Producer from errors and omissions of Vendor in connection with the performance of Vendor’s Services during and for a period of at least three years after the completion of said Services.

During the term of this Agreement, Vendor hereby agrees that Vendor’s coverage described herein shall not be reduced or canceled unless thirty (30) days’ prior written notice is provided to Producer. All insurance required hereunder shall be primary and not contributory with regard to any other available insurance to Producer, its assigns and the respective parent, related subsidiary and affiliated entities, and the officers, directors, shareholders, agents, employees, agents and assigns of each. In addition to the foregoing, prior to the commencement of Services hereunder, Vendor shall provide Producer with a certificate of insurance evidencing the above coverages and including Producer, its parent, subsidiaries, affiliates and related companies as “additional insureds” on the policies except Workers’ Compensation. Vendor hereby waives, on behalf of itself and its insurance carrier, all rights of subrogation with respect to any claims which may arise under any and all policies of insurance required above. The minimum limits of the insurance required shall in no way limit or diminish Vendor’s liability.

9.Indemnification

Vendor shall defend (if required by Producer), indemnify and hold harmless Producer, its assigns, and the respective parent, related, subsidiary and affiliated entities, and the officers, directors, shareholders, agents, employees and assigns of each, from and against any and all liabilities, damages, claims, demands, suits, judgments, losses, costs or expenses (including without limitation attorneys' fees and Vendor’s fees) of any nature whatsoever (whether based on tort, breach of contract, product liability, intellectual property infringement or otherwise) brought or claimed by third-parties arising directly or indirectly from or out of any actual:

(a) act, error or omission of Vendor or Vendor’s agents, subcontractors or employees that constitutes negligence or willful misconduct or violations of law;

(b) failure of Vendor to perform its obligations hereunder in accordance with all applicable laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and regulatory bodies;

(c) breach of Vendor’s representations or warranties as set forth in this Agreement;

(d) any other failure of Vendor to comply with the material obligations on its part to be performed hereunder;

(e) and/or any occupational injury or illness sustained by an agent, subcontractor or employee of Vendor as a result of Vendor’s negligence or willful misconduct.

The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement.

10.Remedies

Vendor’s sole and exclusive remedy in connection with Producer’s breach, termination or cancellation of this Agreement or any term hereof, shall be an action at law for damages and Vendor irrevocably and expressly waives any right to seek and/or obtain rescission and/or equitable and/or injunctive relief in connection with this Agreement (or breach or alleged breach hereof) the Picture, or against Producer’s or its affiliates, successors and assigns’ use of the Services.

11.Ownership

It is hereby acknowledged and agreed to by Vendor that all rights of every kind in and to any materials created by Producer in connection with its use of the Services or resulting therefrom, including, but not limited to, any sound or photographic recordings (whether still, moving or otherwise) (collectively, the “Materials”) shall be and remain the sole and exclusive property of Producer and its successors in interest. Such rights shall include, without limitation, the perpetual and irrevocable right to use, re-use and replicate said Materials in connection with any productions as Producer may elect, including, but not limited to the Picture, and in and in connection with advertising, publicizing, exhibiting, merchandising, distributing and exploiting such productions in any manner whatsoever and at any time by all means, media, devices, processes and technology now or hereafter known or devised in perpetuity throughout the universe. Neither Vendor nor any other party now or hereafter claiming an interest in the Services and/or through Vendor shall have any right of action against Producer or any other party arising from or based upon any use or exploitation of such Materials.

12.Termination

Producer shall have the right to terminate the Services and/or this Agreement, with or without cause, at any time, upon notice to Vendor. In the event of such termination, and on the condition of Vendor’s timely assistance and cooperation with Producer for an orderly wrap up, the sole obligation and liability of Producer to Vendor shall be to pay Vendor for any accrued but unpaid compensation due hereunder up to and including the date of termination.

13.Independent Contractor

Nothing herein shall be construed so as to constitute Producer and Vendor as principal and agent, employer and employee, partners, fiduciaries or joint venturers; and neither party shall have any authority to obligate or bind the other party nor be permitted to hold itself out as having such authority. Vendor and its personnel shall in no event be entitled to participate in, or to receive any benefits from, any of Producer’s benefit or welfare plans, specifically including, but not limited to, coverage under any such workers’ compensation program. Vendor shall be solely responsible for the payment of all taxes, contributions and all other assessments or sums payable with respect to Vendor and/or Vendor’s personnel as a result of or in connection with the Services performed hereunder, and Vendor shall timely file all required returns and reports with respect to the foregoing.

14.Assignment

Producer shall have the right, at any time, to assign the Agreement, in whole or in part, or any of Producer’s rights, licenses and privileges granted to it hereunder. This Agreement shall be binding upon and shall inure to the benefit of Producer’s successors and assigns. Vendor may not subcontract its obligations hereunder unless Producer provides prior written approval and provided that Vendor is:

(a) not relieved of liability hereunder;

(b) solely responsible for the direction and coordination of the subcontractor’s work;

(c) and strictly liable for the acts or omissions of the subcontractor and for compliance by the subcontractor with the provisions of this Agreement.

15.Governing Law, Jurisdiction

Any controversy, dispute or claim between Vendor and Producer arising out of or relating to this Agreement which cannot be amicably resolved by the parties through good faith negotiations shall be submitted for trial, without a jury, to a court having subject matter jurisdiction in the county of Los Angeles, State of California. The parties hereby consent to the exclusive jurisdiction of such court and agree to accept service of process outside of such state. The governing law shall be the laws of the State of California, without regard to its principles of conflicts of laws.

16.No Waiver

No waiver of any breach, failure, right, remedy or provision of this Agreement shall constitute a continuing waiver, nor shall it be deemed a waiver of any other breach, failure, right, remedy or provision, whether similar or different.

17.Severability

Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, solely as to that jurisdiction, be ineffective solely to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in any jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

18.Compliance with Law

Vendor agrees to comply with the United States Foreign Corrupt Practices Act of 1977 and any amendments thereto (and any local or foreign equivalent, including the laws of the United States of America), and the UK Bribery Act 2010. Vendor has complied and will continue to comply with all applicable laws (including without limitation any data protection laws, immigration laws and labor laws [including those regulating the services of minors]), statutes, ordinances, rules, guidelines, regulations and requirements of all governmental agencies, public health authorities and regulatory bodies, including without limitation those set forth under applicable law in any jurisdiction where the Services are being performed by Vendor, and all health and safety regulations of the motion picture industry (collectively, the “H&S Regulations”). Vendor shall be solely responsible for compliance with all H&S Regulations during the term of the Services. It is essential for Vendor to ensure that safe working practices are maintained at all times.

19.Entire Agreement

This Agreement, including any attachments, contain the full and complete understanding between the parties and supersedes all prior and contemporaneous discussions and agreements, whether oral or written, between the parties pertaining to the subject matter hereof. In the event of any inconsistency between the provisions of this Agreement and the provisions of any exhibit hereto, the provisions contained in this Agreement will govern. This Agreement may be modified or supplemented only by written document signed by an authorized representative of each party.

20.Facsimiles, Electronic Images, Electronic Signatures, and Counterparts

This Agreement (or any agreement or document required by this Agreement, or any amendment to this Agreement) may be executed in as many counterparts as necessary or convenient, including both counterparts that are executed on paper and counterparts that are electronic records and executed electronically, and each executed counterpart shall be deemed an original. All such counterparts shall constitute one and the same agreement. Delivery of a manually executed paper counterpart of this Agreement (or of any agreement or document required by this Agreement, or any amendment to this Agreement) by telecopy or other electronic imaging means shall be as effective and enforceable as delivery of such manually executed paper counterpart of this Agreement.

21.IN WITNESS WHEREOF, the Producer and Vendor have executed and delivered this Agreement as of the date and year first above written.

Production Company*
(“Producer”)
By:     Signature*         
Name:    First Name*   Last Name*   
Title:   *   

REMOTECARE PROVIDERS, LLC
(“Vendor”)
By:      Signature   
Name:   Paul Heinzelmann, M.D. 
Title:    CEO & Manager