This Master Services Agreement (this "Agreement"), dated as of "Effective Date"), is by and between Garsantis Inc. d/b/a CompareMedsRx ("Provider") and . ("Customer" WHEREAS Provider has the capability and capacity to provide certain services in connection with Provider's software-as-a-service platform (the "Platform"); and WHEREAS Customer desires to retain Provider to provide such services, and Provider is willing to perform such services, subject to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Provider and Customer agree as follows:

Provider Obligations. Provider shall provide to Customer services (the "Services") set out in one or more statements of work signed by the parties (each, an "SOW" The "Initial SOW" is attached hereto as Exhibit A. Additional SOWs shall be deemed issued and accepted only if signed by the parties. As part of the Services, Provider shall provide the User Data (as defined in the Initial SOW) to Customer. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives.

PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION,

DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER DATA. All right, title, and interest in and to the Platform and Provider's other property, including all intellectual property rights therein (collectively, the "Provider Property"), are and will remain with Provider. ALL SERVICES ARE

PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE SERVICES.

Customer Obligations. Customer shall make available an authorized representative (the "Authorized Rep") for communications, consultation, and decision-making regarding this Agreement. The Authorized Rep shall be responsible for providing all consents and approvals on behalf of Customer. The initial Authorized Rep is identified in Exhibit A. Customer represents, warrants, and covenants to Provider that Customer has and will have the necessary rights and consents in and relating to the Customer Data so that Provider's receipt and processing of such Customer Data in furtherance of this Agreement does not and will not violate any applicable law.

3.Confidentiality. From time to time during the Term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non- public, proprietary, and confidential information of Disclosing Party, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential," ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this 15; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to bind the other party in any manner.

Notices. Any notice or other communications under this Agreement shall be in writing and addressed to a party at the address set forth on the signature page hereto (or to such other address or such other person that such party may designate from time to time in accordance with this Section 6.2 Notices sent in accordance with this Section 6.2 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) when sent, if by email (with no bounceback), if sent during the addressee's normal business hours, and on the next business day, if sent after the

addressee's normal business hours.

Interpretation; Severability. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. If any provisions of this Agreement are held to be void and/or unenforceable, such invalid or unenforceable provisions shall be deemed severable and the remaining provisions of the Agreement shall remain in full force and effect.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of this Agreement will be instituted exclusively in the state or federal courts located in Chicago, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.5 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its confidentiality obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, without any requirement to post a bond. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

FREE from date of execution 

 

Transfer of Customer Data. Provider shall transfer to Customer, on a quarterly basis, User Data (as defined below) in the following format: charts/graphs. "User Data" means aggregated and anonymized data and information containing the amount of time employees used CompareMedsRx and derived from Users' use of the Platform but specifically excluding any personally identifiable information from Users and Resultant Data

Term. The term of this SOW shall commence upon the Effective Date of the Agreement and continue for one year thereafter.