EXECUTIVE SUMMARY OF DEPARTMENT'S OPERATIONAL GUIDELINES FOR

TELEPSYCHIATRY

1.1 Coverage. VENDOR agrees to arrange for Physician availability in the specialty of psychiatry for consultations by and through the Telemedicine Equipment for patients presenting at DEPARTMENT. One or more Physicians (at VENDOR's discretion) will be available for telemedicine consultation for the Scheduled Hours and as agreed to in any subsequent Modifications of Contract duly executed by the authorized signatories of the parties.

1.2 Patient Care. DEPARTMENT, through its administrative and licensed health care personnel, shall retain the exclusive right to supervise and control its provision of DEPARTMENT Services. Telemedicine Services shall only be performed by Physicians that are licensed to provide such services under State law and credentialed by DEPARTMENT as participating telemedicine providers. On a quarterly basis, VENDOR shall send DEPARTMENT an updated list of approved Physicians, and on a monthly basis, VENDOR shall send DEPARTMENT's designee ICD 10 codes utilized at client discharge from care. All diagnoses, treatments, procedures, and other professional health care services rendered through Telemedicine Services shall be provided in accordance with the policies and procedures of DEPARTMENT and VENDOR, copies of which have been provided by each party to the other.

DEPARTMENT, in good faith, will obtain signatures on Patient Privacy Notification and Telemedicine Patient Consent Forms adhering to the Texas Medical Board standards.

A. Prescriptions for DEPARTMENT Patients Generally. Using the formulary and clinic pharmacies of DEPARTMENT and its designee(s), VENDOR's Physician providers will write orders for prescriptions in DEPARTMENT's EMRS, and prescriptions and Physician notes may be printed out from DEPARTMENT's EMRS for further processing by the

DEPARTMENT's designee(s), staff, and clinic pharmacies. VENDOR will store all prescriptions for DEPARTMENT patients in DEPARTMENT'S EMRS and make all prescriptions immediately available to the DEPARTMENT and its designee(s).

B. Prescriptions for DEPARTMENT Patients Involving Controlled Substances. Until such time as prescriptions for controlled substances can be processed electronically through DEPARTMENT's EMRS, VENDOR's providers will write hard-copy prescriptions for controlled substances for DEPARTMENT patients, and the written prescriptions for controlled substances will be overnighted, at VENDOR's sole cost and expense, in triplicate with wet signatures to the clinic pharmacies of the DEPARTMENT's designee(s). Images of such prescriptions will be immediately available to print out from DEPARTMENT'S EMRS in read-only access mode by the DEPARTMENT or the DEPARTMENT'S designee(s) for patient files.

1.3 VENDOR's Physicians will use as a scheduling and productivity standard of a 45 - 60-minute initial assessments and a 15 - 30-minute medication management follow up visits, depending on acuity. It is understood that patient flow is a shared process between DEPARTMENT and VENDOR for receiving, rooming and replacing patients. Services will be documented in the EMRS designated by DEPARTMENT, and will be electronically available for DEPARTMENT immediately after services are rendered. VENDOR will ensure that its information technology ("TT") systems interface with DEPARTMENT's EMRS and/or the EMR system(s) ofDEPARTMENT's authorized designees, as applicable.

K. If VENDOR utilizes any DEPARTMENT Mark, VENDOR shall not take any actions which intentionally hann DEPARTMENT's good will and reputation, or VENDOR shall cease utilizing, at DEPARTMENT'S written request, the name and any and all DEPARTMENT Marks.

1.5 Covenants of DEPARTMENT:

B.

A. Telemedicine Equipment and Connectivity. During the Tenn of the AGREEMENT, and upon the following tenns and conditions, DEPARTMENT shall provide access connecting VENDOR to DEPARTMENT'S Telemedicine Equipment, which includes the following at the time of full execution of this AGREEMENT:

1. Internet connectivity (currently at 3.0Mb through Phonoscope);

2. Micro.soft Surface Tablet (or equivalent).

DEPARTMENT may elect to change or upgrade its Telemedicine Equipment in the future, and may do so upon fifteen (15) business days' written notice to VENDOR.

Maintenance and Alterations.

1. DEPARTMENT, at its own cost and expense, shall keep its Telemedicine Equipment in good repair, condition, and working order and shall furnish any and all parts and labor required for this purpose.

2. DEPARTMENT shall use, operate, and maintain its Telemedicine Equipment in confonnity with all applicable laws and regulations relating to the ownership, possession, use and maintenance thereof.

C. Taxes. DEPARTMENT shall be responsible to pay all license fees, assessments, charges, pennit fees, and taxes (municipal, state, and federal), if any, which may now or hereafter be imposed upon the ownership, leasing, renting, possession, or use of its Telemedicine Equipment.

D. Tradenames and Trademarks. DEP ARTMENT's use of any trademarks, tradenames, service marks, insignia, slogans, emblems, symbols, designs or other identifying characteristics owned by or associated with VENDOR or any of its subsidiaries or affiliates (collectively, "VENDOR Marks") shall be subject to the prior written approval of VENDOR. The use of any VENDOR Marks in any signs, advertising or any promotional material shall be subject to the prior written approval of VENDOR.

E. DEPARTMENT acknowledges and recognizes the exclusive right of VENDOR to use or to grant to others the right or license to use, whether separately or as a part of or in connection with other words, any VENDOR Mark.

F. If DEPARTMENT utilizes any VENDOR Mark, DEPARTMENT shall not take any actions which intentionally hann VENDOR's good will and reputation, or DEPARTMENT shall cease utilizing, at VENDOR's written request, the name and any and all VENDOR Marks.