MAS - Ensoftek, Inc. - GS35F0390V

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 1

EnSoftek, Inc.

Small Disadvantaged Business

Address:

735 SW 158th Avenue, Suite 140, Beaverton, OR 97006

Website: www.ensoftek.com

Phone: (503) 643 1226

Fax: (503) 626 1769

Contract Number: GS-35F-0390V

Contract Period: April 24, 2009 – April 23, 2024

Pricelist current through MAS modification # A812, dated 12/02/2022

Products and ordering information in this Authorized FAS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal

Acquisition Service Home Page via the Internet at http://www.gsa.gov/

GENERAL SERVICES ADMINISTRATION

AUTHORIZED MAS PRICELIST

SIN 518210C – IT SOLUTIONS

Cloud and Cloud–Related IT Professional Services

SIN 54151S – IT SERVICES

Custom Computer Programming Services

Computer Systems Design Services

Other Computer Related Services

Computer Facilities Management Services

SIN 54151HEAL- IT SERVICES

Health Information Technology Services

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V 503.643.1226

Table of Contents

SPECIAL NOTICE TO AGENCIES: SMALL BUSINESS PARTICIPATION

INFORMATION FOR ORDERING ACTIVITIES

TERMS AND CONDITIONS APPLICABLE TO

SIN 518210C – Cloud and Cloud – Related IT Professional Services

SIN 54151S – IT Services

SIN 54151HEAL - Health Information Technology Services

LABOR CATEGORY DESCRIPTIONS

SIN 54151S - IT Services

SIN 54151HEAL - Health Information Technology Services

GSA NET HOURLY PRICES

SIN 54151S - IT Services

SIN 54151HEAL - Health Information Technology Services

SIN 518210C – IT Solutions, Cloud and Cloud-Related IT Professional Services

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 1

SPECIAL NOTICE TO AGENCIES: SMALL BUSINESS PARTICIPATION

SBA strongly supports the participation of small business concerns in the Federal Supply Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! online shopping service (www.gsa.gov). The catalogs/pricelists, GSA

Advantage! and the Federal Supply Service Home Page (www.gsa.gov) contains information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 2

INFORMATION FOR ORDERING ACTIVITIES

1. Geographic Scope of Contract:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

[X] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[ ] The Geographic Scope of Contract will be domestic delivery only.

2. Contractor’s Ordering Address and Payment Information:

Ordering and Payment Address:

EnSoftek, Inc.

735 SW 158th Ave., Suite # 140 Beaverton, OR 97006

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will not be accepted for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

503-643-1226

3. Liability for Injury or Damage The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor unless such injury or damage is due to the fault or negligence of the Contractor.

4. Statistical Data for Government Ordering Office Completion of Standard Form 279:

Block 9: G. Order/Modification Under Federal Schedule

Block 16: Data Universal Numbering System (DUNS) Number: 12-386-3156 Block 30: Type of Contractor - A. Small Disadvantaged Business

Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN) - 93-1309318

a) CAGE Code: 3CL08

b) Contractor has registered with the SAM Registration Database.

5. FOB Destination

6. Delivery Schedule

a) TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO) 54151S, 518210C, 54151HEAL Delivery will be based upon the agreement between EnSoftek and the Ordering Agency

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 3

b) URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed-upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts of 4.5% over the Commercial pricelist have been deducted.

a) Prompt Payment: .5%/15 days - Under Net 15 days from receipt of invoice or date of acceptance, whichever is later.

b) Quantity – None

c) Dollar Volume – None

d) Government Educational Institutions are offered the same discounts as all other Government customers.

e) Other: Prompt payment discount not applicable to credit card purchases.

8. Trade Agreements Act Of 1979, As Amended:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. Statement Concerning Availability of Export Packing: N/A

10. Small Requirements: The minimum dollar value of orders to be issued is: $100

11. Maximum Order: (All dollar amounts are exclusive of any discount for prompt payment.)

The maximum dollar value for the following Special Item Numbers is $500,000

54151S - IT Services

518210C – Cloud and Cloud-Related IT Professional Services

54151HEAL- Health Information Technology Services

12. Ordering Procedures for Federal Supply Schedule Contracts Ordering activities shall use the ordering procedures of Federal Supply Schedule Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a) FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b) FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. Federal Information Technology/Telecommunication Standards Requirements: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

a) Federal Information Processing Standards Publications (FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 4

NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

b) Federal Telecommunication Standards (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD."

Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act.

Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975- 2833.

14. Contractor Tasks / Special Requirements (C-FSS-370) (NOV 2003)

a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services, applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

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15. Contract Administration for Ordering Activities: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs

(l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

16. GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: Netscape). The Internet address is http://www.fss.gsa.gov/.

17. Purchase of Open Market Items NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;

and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. Contractor Commitments, Warranties and Representations

a) For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b) The above is not intended to encompass items not currently covered by the GSA

19. Overseas Activities The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: N/A

Upon request of the Contractor, the Government may provide the Contractor with logistics support, as available, in accordance with all applicable Government regulations. Such Government support will be http://www.fss.gsa.gov/

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 6 provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. Blanket Purchase Agreements (BPAs) The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable.

BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. Contractor Team Arrangements Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. Installation, Deinstallation, Reinstallation The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under an Acquisition contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis- Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 and 132-9.

23. SECTION 508 COMPLIANCE

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: http://www.ensoftek.com/

The EIT standard can be found at: www.Section508.gov/.

24. Prime Contractor Ordering from Federal Supply Schedules Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor);

and

(b) The following statement: This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. Insurance—Work on A Government Installation (JAN 1997) (FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

http://www.ensoftek.com/ http://www.section508.gov/

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 7

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. Software Interoperability.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. Advance Payments A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) http://www.core.gov/

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 8

TERMS AND CONDITIONS APPLICABLE TO

SIN 518210C – Cloud and Cloud – Related IT Professional Services

DrCloudEHR™ for Government Software as a Service (SaaS) Terms and Conditions (“Terms and Conditions”)

EnSoftek provides flexible, open, extensible, scalable and feature-rich, HIPAA compliant, ONCHIT “MU Stage 2” certified complete electronic health records SaaS solution, DrCloudEHR™ to fulfill the unique requirements of primary care, community healthcare, and behavioral health community. From traditional therapy, family-based programs, substance abuse, medication management, and primary care, DrCloudEHR™ offers one integrated solution that is standards-based and interoperable, complies with federal mandates and state-reporting requirements, delivers real-time information for efficient health care delivery and documentation and brings major improvements in patient care quality and reduction in costs.

DrCloudEHR™ for Government is a software-as-a-service (SaaS) where United States Federal, State, and Local government agencies can safely and securely use a robust web services application for electronic health records, practice management, patient management, revenue cycle management, and reporting. It is hosted in the FedRAMP-approved Microsoft Azure Government Cloud to leverage cloud technologies.

These Terms and Conditions shall be applicable to EnSoftek’s provision of its “DrCloudEHR™ for Government Software as a Service for electronic health records online and related support (the “Service”) to ordering activity or Customer (“Customer”) and shall govern all Master Hosted Web Services Agreements entered into between the parties with respect to such Service.

EnSoftek expressly limits acceptance to the terms and conditions set forth in these Terms and Conditions and the applicable Master Hosted Web Services agreement. Any terms and conditions contained in a purchase order, request for proposal, order acceptance, or similar document from Customer shall not constitute a part of the contract of sale between the parties unless such terms and conditions are specifically incorporated in the Master Hosted Web Services agreement. Customer’s registration for, or use of, the Service shall constitute acceptance of the terms and conditions set forth in these Terms and Conditions, and any additional or different terms proposed by Customer are hereby rejected.

1. Definitions.

1.1 "Web Services." DrCloudEHR™ online Electronic Medical Records (EMR) service as may be more particularly described on the applicable Order, and any updates or upgrades to our Web Services that may be generally released by us to all customers from time to time. We reserve the right to update and modify the Web Services from time to time.

1.2 "Order." A written purchase order signed by the parties.

1.3 ."Affiliate." Any parent or Subsidiary Corporation, and any corporation or other business entity controlling, controlled by, or under common control with you.

1.4 "Privacy Policy". Please see exhibit C.

1.5 "HIPAA Regulations." The Standards for Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Protected Health Information [45 C.F.R. Parts 160 and 164] promulgated by the U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as amended, modified or renumbered.

1.6 "HITECH Act." The Health Information Technology for Economic and Clinical Health (HITECH) Act, Pub.L. 111‐5, Div. A. Title XIII and Title IV of Div. B.) (generally effective February 17, 2010).

1.7 "ePHI." The same meaning as the term "electronic protected health information" under HIPAA Regulations.

1.8 "Qualified Service Organization/Business Associate Agreement." The same meaning as

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 9

"business associate" agreement under the HIPAA Regulations, as modified to comply with the Confidentiality of Patient Records Act (as defined below.)

1.9 "Service Level." The measurements upon which the quality of Web Services is measured.

1.10 "Basic Service Level." Any Service Level set forth in this Agreement or an applicable Order that is not a Critical Service Level.

1.11 "Critical Service Level." Any Service Level that is described as "critical" in this Agreement or an applicable Order.

1.12 "Uptime." Measure of the time the Web Services are working and available.

1.13 "Downtime." Any period where the Web Services are not available to the end users, regardless of the reason.

1.14 "Exempt Downtime." Downtime where the parties have previously agreed upon the time and duration of such Downtime. Only Downtime occurring during such previously‐agreed period shall be deemed to be Exempt Downtime. Exempt downtime will include unscheduled internet outages.

1.15 "Unscheduled Downtime." All Downtime that is not Exempt Downtime.

2. Web Services.

2.1. Subject to the terms and conditions hereof, including without limitation our Privacy Policy and the applicable Qualified Service Organization/Business Associate Agreement, we shall provide the Web Services to you and your Affiliates during the term of this Agreement in accordance with the applicable Order. The initial Order is attached.

2.2. The parties agree to execute the Qualified Service Organization/Business Associate Agreement attached as Exhibit A with the understanding that it is the Qualified Service Organization/Business Associate Agreement that is applicable to this Agreement.

2.3. You will be granted authorized login protocols for the Web Services, and you agree not to use the Web Services over your authorized login protocols. You agree not to access (or attempt to access) the Web Services by any means other than through the login protocols we provide. You agree not to access (or attempt to access) the Web Services through any automated means (including the use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on the Web Services.

2.4. You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Web Services or content; (ii) modify or make derivative works based upon the Web Services or content; (iii) "frame" or "mirror" the Web Services or content on any other server or Internet‐enabled device, or (iv) reverse engineer, decompile the Web Services or their enabling software for any purpose.

2.5. You are not authorized to use our Web Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.

2.6. Availability of Web Services is subject to our Service Level Agreement attached as Exhibit B.

2.7. Payment of the Implementation and Customization charge shall be due within thirty days of receipt of the invoice. Unless otherwise agreed to recurring charges for access shall start no later than the first day of the month following 90 days from the effective date of this agreement.

3. Payment Terms

3.1 Payment of the Implementation and Customization charge shall be due within thirty days of receipt of the invoice. Unless otherwise agreed to recurring charges for subscription/access shall start no later than the first day of the month following sixty (60) days from the effective date of this agreement.

3.2 [Reserved]

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4. Ownership.

4.1. The software and technology used by us to generate and provide the Web Services are protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and/or others.

Except for the limited rights granted herein, all other rights are reserved.

4.2. You will remain the sole and exclusive owner of all intellectual property rights in your patient files, Confidential Information (defined in Section 10 below), and materials provided by you.

5. Term; Termination.

5.1. This Agreement shall commence on the Effective Date and will remain in full force and effect for 36 months or the period detailed in the Purchase Order.

5.2. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, EnSoftek shall proceed diligently with the performance of this Agreement, pending the final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

5.3. Termination of your account includes (i) removal of access to all Web Services, and (ii) deletion of your login protocols. Promptly after the effective date of termination, we will transmit your patient files in a mutually agreeable data format. EnSoftek will make every reasonable effort to provide the data to the Customer but will not be held liable if the Customer does not make necessary arrangements for receipt of data within fifteen (15) days of termination

5.4. The expiration or termination of this Agreement, for any reason, shall not release either party from any liability to the other party, including any payment obligation that has already accrued hereunder.

6. Account‐Related Responsibilities.

6.1. You are responsible for maintaining the confidentiality of your login protocols, and any additional information that we may provide regarding accessing the Web Services. If you knowingly share your login protocols with another person who is not authorized to use the Web Services, this Agreement is subject to termination according to Paragraph 5.2. You agree to immediately notify us of any unauthorized use of your login protocols or any other breach of security.

7. Limited Warranty; Disclaimers.

7.1 We warrant that (i) we will undertake commercially reasonable efforts to maximize uptime for the Web Services, except for routine maintenance, and (ii) the Web Services will be free of material defects and will conform to the descriptions provided in the applicable order ("Limited Warranty").

Your sole and exclusive remedy for breach of this Limited Warranty shall be the prompt correction of material defects and non‐conforming Web “services at our expense. Except for the foregoing limited warranty, we disclaim all warranties, both express and implied, including implied warranties respecting merchantability, title, and fitness for a particular purpose.

7.2 We represent and warrant that during the term of this Agreement, we will comply with applicable state and federal laws and regulations, including without limitation, HIPAA, HITECH ACT, and Identity Theft Protection Act.

8. Consequential Damages Waiver.

8.1 Except (i) as may be provided in any applicable qualified service organization/business associate agreement or the HIPAA regulations or the HITECH act or the confidentiality of patient record act, or (ii) for obligations regarding confidential information expressly provided herein, in no event shall either party be liable to the other under any theory including contract and tort (including negligence and strict products liability) for any indirect, special or incidental or consequential damages, even if the party causing such damages has been advised of the possibility of such damages.

This agreement shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this contract under any federal fraud statute, including the false claims act, 31

EnSoftek Inc. GSA Schedule 70, Contract No. GS-35-0390V Page 11

U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA schedule contract (e.g., clause 552.238-75 – price reductions, clause 52.212-4(h) – patent indemnification, and GSAR 552.215-72 – price adjustment

– failure to provide accurate information).

9. Indemnity; Liability Cap.

9.1 "Loss" or "Losses" means (a) all reasonable attorney fees paid or payable by an Indemnitee (as defined in Section 9.2 below) in defense of any claim subject to indemnification under this Section 9, whether before, at trial, or any other proceeding and in any appeal or other post-judgment proceeding; and (b) all sums paid or payable to any other person, including all direct losses and damages (except as disclaimed in this Agreement), injuries (including personal injury, sickness, and death), interest, costs, fines, taxes, premiums, assessments, penalties, expenses, attorney fees (whether incurred prior to, at trial or any other proceeding and in any appeal or other post judgment proceedings) and other liabilities of any kind or nature.

9.2 Liability Cap. Except (i) as may be provided in any applicable qualified service organization/business associate agreement or the HIPAA regulations or the HITECH act or the confidentiality of patient record act, or (ii) for obligations regarding confidential information expressly provided herein, our aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the contract price.

10. Reciprocal Disclosure of Confidential Information and ePHI.

We anticipate that each of us may disclose confidential information to the other. Accordingly, we desire to establish in this Section terms governing the use and protection of certain information one party ("Owner") may disclose to the other party ("Recipient"). The Owner retains sole and exclusive ownership of its

Confidential Information (defined below).

10.1 For purposes hereof, "Confidential Information" information of an Owner (i) which relates to Web services, including non‐public and confidential business models and plans, and technical information and data of the Owner or its customers or suppliers, (ii) which includes or relates to patient files or patient records, or (iii) which, although not related to the Web Services, is nevertheless disclosed hereunder, and which, in any case, is disclosed by an Owner to Recipient in a document or other tangible form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a legend, is provided to Recipient within fifteen (15) days of the initial disclosure.

10.2 Recipient may use Confidential Information of Owner only for this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its proprietary information of like importance, but in any case, using no less than a reasonable degree of care. The recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on the use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Owner; or (iv) is independently developed by Recipient without reference to Confidential Information.

10.3 Recipient may also receive personally identifiable information, individually identifiable health information or ePHI (together referred to as "Customer's Individually Identifiable Confidential Information" or "CII Confidential Information") in connection with the Web Services. Recipient shall comply with all duties and obligations imposed by the applicable Qualified Service Organization/Business Associate Agreement under the HIPAA Regulations, the HITECH ACT, the Confidentiality of Patient Records Act, and any other Federal or state regulations governing the disclosure of personally identifiable information, individually identifiable health information or ePHI transmitted to Recipient in connection with the Web Services. Any breach of the applicable Qualified Service Organization/Business Associate Agreement by the Recipient, or any violation by the

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Recipient of the HIPAA Regulations, the HITECH ACT, the Patient Records Act, or the Oregon Identity Theft Protection Act will be a material breach of this Agreement.

10.4 Notwithstanding anything to the contrary contained herein, an Owner may request the Recipient in writing to return or destroy the Owner's Confidential Information, and the Recipient agrees to comply promptly, and in the case of destruction, to certify in writing that the destruction has been completed.

10.5 Licensor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C.

552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.

11. Export Control.

11.1 We provide Web Services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree to comply with applicable export controls.

12. Registration Data.

12.1 Registration is required for you to establish an account at the Web Services. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current, or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised. The Registration Data will not be provided to any third parties and will be protected from unauthorized disclosure to third parties.

13. Monitoring.

13.1 We reserve the right to monitor your access and use of the Web Services without notification to you.

14. Information Security; Security Notice.

14.1 Customer shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of Customer's link to the Internet.

14.2 As part of the Web Services, we shall implement and maintain commercially reasonable and appropriate information security procedures with respect to any of Customer's Individually Identifiable Confidential Information, or pursuant to this Agreement, consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion, and that comply with applicable privacy rights, applicable law and business guidance issued by any federal or state regulatory agency to protect personally identifiable information, individually identifiable health information or ePHI. Without limiting any other provision in this Agreement, EnSoftek will not allow any other of its customers to view any information or data of Customer, its patients, employees, suppliers, licensors or licensees.

14.3 Unless resulting from the failure of EnSoftek and its affiliate companies to perform the obligations specified in Section 9 and Section 13.2 above, the parties agree that we shall not be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time and should not have reasonably been known to us in EnSoftek's risk assessment.

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14.4 We will (a) promptly report to you any unauthorized access to your data promptly upon discovery by Us, and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

15. Miscellaneous.

15.1. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e‐mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre‐paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre‐paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received) at any time by any of the following: (a) by letter sent by confirmed facsimile to us at the following fax number, (503) 626‐1769; or (b) by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail as follows: 735 SW 158th Ave., Beaverton, OR 97006, in either case, addressed to the attention of "President of the Company". Notices will not be effective unless sent in accordance with the above requirements.

15.2. Applicable Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the Federal laws of the United States, without giving effect to any choice or conflict of law provision or rule that could cause the application of laws of any jurisdiction other than those of the United States.

15.3. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

15.4. Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).

15.5. Further Assurances. Each party shall, on the reasonable request and at the sole cost and expense of the other party, take, execute, acknowledge and deliver all such further acts, documents and instruments necessary to give full effect to this Agreement.

15.6. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties shall at all times be that of independent contractors. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

15.7. Publicity. Neither party shall use the other party's trademarks, service marks, trade names, logos, symbols or brand names, or otherwise issue or release any announcement, statement, press release or other publicity or marketing materials relating to the existence or subject matter of this Agreement, or the relationship between the parties, in each case, without the prior written consent of the other party. EnSoftek Inc. acknowledges that the ability to use this Agreement in advertising is limited by GSAR 552.203-71.

15.8. Entire Agreement. This Agreement, together with all exhibits attached hereto, the underlying GSA Schedule Contract, Schedule Pricelist and Purchase Order(s), constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. In the event of a conflict between the terms, provisions and conditions contained in the body of this Agreement and the terms, provisions and conditions contained in the Exhibits to this Agreement, the term, provisions and conditions contained in the body of this Agreement shall prevail. In no event shall the provisions of any purchase order or any associated documentation used by Customer, constitute a binding agreement between the parties or serve to modify the provisions of this Agreement UNLESS a modification to this agreement is made through the Purchase Order that is fully executed by both parties in writing.

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15.9. Assignment. Neither party shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations hereunder.

15.10. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in…