Ohio_Department_of_Mental_Health_and_Addiction_Services_198822_COUNTERSIGNED_BAA_SERVICE_AGREEMENT_SALES_AGREEMENT_09-08-21.pdf

ABILITY Confidential and Proprietary

Q-101320-4 (8/16/2021 4:23 PM)

Order Number Q-101320-4

Offer valid through

Prepared by

Manager

9/17/2021

Sharon

Salisbury Katy

Johnson

Account Name Ohio Department of Mental

Health and Addiction Services

Account Number 198822

Physical Address 30 East Broad St, 11th Floor

Columbus, OH 43215-3430 US

Billing Address 30 East Broad St, 11th Floor

Columbus, OH 43215-3430 US

Amanda Parson Sara Shelstad Sara Shelstad

614.466.0111 (614) 995-1269 (614) 995-1269 amanda.parson@mha.ohio.gov sarah.shelstad@mha.ohio.gov sarah.shelstad@mha.ohio.gov

Billing Frequency Monthly

Fee Type Quantity Service Service Description Sales Price Total Price

Recurring 1.00 RCM-HOSP-

PRO-N7

ABILITY | Revenue Cycle

Management Pro for Hospital

$5,424.00 $5,424.00

One Time 1.00 RCM-PRO-INS Installation for ABILITY |

Revenue Cycle Management Pro

$3,300.00 $3,300.00

One Time 1.00 EASE-AP-

RULES

ABILITY | EASE All-Payer

Business Rules - Setup Fee

$0.00 $0.00

Recurring 1.00 ABI-FACILITY-L2 Multi-Facility Charge $1,000.00 $1,000.00

Recurring 1.00 COMPLETE-

COV-DISC-2

ABILITY | COMPLETE Coverage Discovery $665.00 $665.00

Recurring 1.00 ABI-SERVER-

FEE

ABILITY Secure Exchange Server Fee $144.00 $144.00

One Time Fee: $3,300.00

Monthly Recurring Amount: $7,233.00

If taxable, invoice will include applicable Sales Tax

Order Notes This order form (“Order Form”) is entered into by ABILITY Network Inc. (“ABILITY”) and the Ohio Department of Mental Health and Addiction Services (“Customer”) as of the date of Customer’s signature below (“Effective Date”).

Swap Order. As of the Service Period Start Date, this Order Form shall supersede and cause to be terminated, thus no longer having any force or effect, Customer's previous order forms including ORD-108194-P7X8 as executed by Customer on 10/13/2013 and ORD-124122- V1T8 as executed by Customer on 3/26/2014.

Retroactive Effect. The provisions of this Order Form are intended to be retroactive to the Service Period Start Date, and the full benefits hereof shall be available with respect to any alleged or actual occurrences, acts or failures to act that have occurred prior to the Effective Date.

Service Period Start Date: 7/1/2021

Customer Information

Business Contact Technical Contact Billing Contact

Order Information

Order Details

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3 mailto:amanda.parson@mha.ohio.gov mailto:sarah.shelstad@mha.ohio.gov mailto:sarah.shelstad@mha.ohio.gov

TERMS AND CONDITIONS

Definitions.

1. “Authorized End Users” – Authorized users shall include Customer's personnel and contracted third parties (e.g. agency, temporary, subcontracted, or consulting staff) acting on behalf of Customer.

2. “Claim Transaction” – a HIPAA-compliant health care claim ASC X12 Version: 005010 | Transaction Set: 837 | TR3 ID: 005010X222 or 005010X223 format or equivalent format, and a corresponding HIPAA-compliant health care claim payment advice ASC X12 Version: 005010 | Transaction Set: 835 | TR3 ID: 005010X221 format or equivalent format ("ERA").

3. “Eligibility Transaction” – a HIPAA-compliant ASC X12 Version: 005010 | Transaction Set: 270/271 | TR3 ID: 005010X279 healthcare benefit inquiry and response.

4. “Payer” – an entity such as Medicare, Medicaid, third party administrator, health insurer, commercial health plan, etc. that manages utilization and/or pays healthcare claims submitted by Providers, on behalf of individuals, employer groups or other purchasers of healthcare.

5. “Per Transaction Fee” – the fee applicable for an individual Transaction Customer or Authorized End Users sends to a Payer.

6. “Transaction” – any type of electronic transaction contracted herein, whether submitted individually or in batches (i.e. each transaction in a batch file is considered a separate Transaction).

Services. Customer will utilize the services defined below (each a “Service” and collectively the “Services”):

▪ ABILITY | Revenue Cycle Management Pro for Hospital – Package will include the following services:

▪ myABILITY with IVANS NOW: Service that provides Customer access to CMS’ DDE through the myABILITY Platform. Customer can utilize unlimited access to Medicare DDE, PPTN (not provided by all Medicare Payers), RHHI DDE, and DME CSI for unlimited workstations.

▪ ABILITY | EASE All-Payer: Revenue cycle management service that includes real-time rule-based editing, denial management capability, and

Medicare ABN management for use with ABILITY All-Payer transaction services. (ABILITY All-Payer transaction services are not included in with

ABILITY | EASE All-Payer service and must be purchased separately.)

▪ ABILITY | EASE All-Payer - Claim Transactions: User workflow interface that provides Customer the ability to submit Claim Transactions to those

Payers enrolled in the service. Customer may submit up to 100,000 All-Payer Claim Transactions per twelve month period of this Order Form.

Additional Claim Transactions will incur a Per Transaction Fee of $1.00. ERAs for Claims are included if enrolled and available by the Payer.

▪ ABILITY | EASE All-Payer - Eligibility Transactions: User workflow interface that provides Customer the ability to submit Eligibility Transactions to those Payers enrolled in the service. Customer may submit up to 100,000 All-Payer Eligibility Transactions per twelve month period of this

Order Form. Additional Eligibility Transactions will incur a Per Transaction Fee of $1.00.

▪ ABILITY | COMPLETE All Payer Eligibility: User workflow interface that provides Customer the ability to submit Eligibility Transactions to those

Payers enrolled in the service. Customer may submit up to 100,000 COMPLETE All Payer Eligibility Transactions per twelve month period of this

Order Form. Additional Eligibility Transactions will incur a Per Transaction Fee of $1.00.

▪ EASE esMD: Service that provides the ability to submit, track, and report additional development request responses, recovery audit contractor information, and appeals. Customer can submit up to 100 files per twelve month period of this Order Form. Additional EASE esMD file submissions will be billed at $15 per file. The maximum size limit for each file will be set at 145 MB per submission in order to encode the files and stay under the 200 MB limit imposed by CMS. ABILITY reserves the right to split any file submission in excess of this limit into multiple file submissions in accordance with CMS requirements.

▪ EASE Medicare with Analytics: Service that allows Customer to automate Medicare billing management by simplifying Eligibility Transaction and

Claim Transaction processing activities. Customer can utilize the service for one NPI with up to ninety-nine (99) users.

▪ Installation for ABILITY | Revenue Cycle Management Pro: A one-time fee for the installation for ABILITY | Revenue Cycle Management Pro service.

▪ ABILITY | EASE All-Payer Business Rules - Setup Fee: A one-time fee for the initial creation and setup of business rules for Claims for ABILITY |

EASE All-Payer service within 90 days post-implementation of EASE service. Up to 50 business rules are included for each rules setup package.

▪ Multi-Facility Charge: A monthly recurring service fee for the provision of the services contained herein to multiple facilities based on the quantity listed above.

▪ ABILITY | COMPLETE Coverage Discovery: Service that allows for the discovery of applicable health insurance coverage for an individual. Customer can submit up to 3,000 coverage discovery searches per twelve month period of this Order Form. Additional coverage discovery searches will incur a Per Transaction Fee of $5.00

▪ ABILITY Secure Exchange Server Fee: A monthly recurring fee for the provision of the ABILITY Secure Exchange Server for secure transfer of information service.

Term. This Order Form shall have an initial twenty four (24) month term, which shall begin on the Service Period Start Date as stated herein (“Initial Term”) and shall thereafter automatically renew for successive twelve (12) month terms (each a “Renewal Term”) unless Customer provides written notice to ABILITY of their intent to terminate the Services at the end of the then current term at least thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable. If the Services are terminated prior to the end of the Initial Term or any Renewal Term either improperly by Customer or by ABILITY, due to Customer’s breach of the Agreements or this Order Form, Customer agrees to pay ABILITY, upon receipt of an invoice, the total of the then applicable Monthly Recurring Amount multiplied by the number of months remaining in the then current term as of the effectiveness of such termination.

Authorization to Use Services. Customer is authorized to make the Services listed on this Order Form available only to Authorized End Users. Customer is not authorized to use the Services for purposes outside of the rights granted herein.

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3

Invoicing. The Monthly Recurring Amount will be invoiced at the commencement of each month this Order Form is in effect, beginning as of the Service Period Start Date. The One Time Fee Shall be invoiced as of the Service Period Start Date. Any applicable Per Transaction Fees will be invoiced monthly in arrears.

Electronic Submitter Credentials from Payers. Certain Payers require enrollment to process Transactions, which must be completed and approved by such Payer before Transactions can be sent electronically. To the extent required by Payers, Customer must secure electronic submitter login credentials, which may include user ID, password and submitter ID, directly from the Payers. Customer understands and agrees that ABILITY has no control over the issuance of such Payer credentials and bears no liability with respect to issues regarding the same or the impact it may have on Customer’s use of the

Services. Failure of Customer or an Authorized End User to obtain electronic submitter login credentials from Payers may delay the Customer’s ability to utilize the Services for the specific Payer Transactions but will not relieve Customer of its payment obligations hereunder.

Failed Transactions. ABILITY shall not be responsible for any Transactions that fail due to incorrect or invalid data. Correction and resubmission of Transactions are the sole responsibility of the Customer and/or Authorized End Users. Such failed Transactions shall be included in any count of Transactions and Per Transaction Fees are payable on all Transactions even if such Transactions fail due to incorrect or invalid data (including a failure to enroll with a Payer).

Changes to Payer List. ABILITY may, at its sole option, add Payers to the Services at any time. ABILITY may, at its sole option, remove Payers from the

Services at any time and will use commercially reasonable efforts to provide Customer with written notice of such removal.

Confidentiality. Customer agrees to keep in confidence the terms of this Order Form, including any information concerning price, except where applicable to Authorized End Users so long as such Authorized End Users in turn agree to the confidentiality of such information.

NOTE: ALL PAGES OF THIS DOCUMENT MUST BE SUBMITTED TOGETHER TO CONSTITUTE A COMPLETE ORDER.

THIS IS A BINDING AGREEMENT SUBJECT TO THE TERMS AND CONDITIONS OF THE SERVICE AGREEMENT AND BUSINESS

ASSOCIATE AGREEMENT EXECUTED BY THE PARTIES (“AGREEMENTS”). THE AGREEMENTS ARE INCORPORATED HEREIN

AND MADE A PART OF THIS ORDER FORM. IN THE EVENT OF A CONFLICT IN TERMS BETWEEN THIS ORDER FORM AND THE

AGREEMENTS, THE TERMS OF THIS ORDER FORM SHALL CONTROL; OTHERWISE, THE TERMS OF THIS ORDER FORM ARE

IN ADDITION TO AND SUPPLEMENT THE TERMS OF THE AGREEMENTS.

Payment terms shall be net 30 days from invoice date regardless of when the service usage actually begins.

Customer hereby authorizes ABILITY to provide the services as described above and warrants and represents that the authorized representative signing below has the requisite authority to legally bind and approve payment of forthcoming invoices. ABILITY acknowledges that Customer’s funds are contingent upon the availability of lawful appropriations and that if the Ohio General Assembly or any third party providing funding fails at any time to continue funding for the payments or obligations of Customer due under the Service

Agreement, Customer will be released from its obligations on the date the funding expires. Any obligations of Customer are subject to Ohio

Revised Code section 126.07. Unused base transactions expire at the end of the service period.

Tax Status: Non-Taxable

If exempt (Non Taxable), a state tax exemption certificate is required with the signed order form.

AGREED AND ACCEPTED

Ohio Department of Mental Health and Addiction Services ABILITY Network Inc.

Authorized Signature Authorized Signature

Printed Name Printed Name

Title Title

Date Date

Lori Criss

Director

9/8/2021

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3

9/8/2021

SVP

Tom Schultz

ABILITY NETWORK INC. | BUSINESS ASSOCIATE AGREEMENT

ABILITY Network Inc. Business Associate Agreement Page 1. 10.9.2019

This Business Associate Agreement (“BAA”) is entered into by and between ABILITY Network Inc. (“ABILITY”) and the Ohio Department of Mental Health and Addiction Services (“Customer”) and is made effective September 1, 2021 (“Effective Date”).

Both ABILITY, as a Business Associate of Customer, and Customer, as a Covered Entity, have agreed to be bound by this BAA.

ABILITY provides services to Customer pursuant to one or more underlying agreements by and between ABILITY and Customer (“Order Form(s)”), pursuant to which ABILITY may create, receive, maintain, or transmit Protected Health Information (“PHI”) of Customer in order to enable ABILITY to perform one or more services for Customer related to Customer’s Treatment, Payment or Health Care Operations.

ABILITY and Customer desire to comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Final Rule for Standards for Privacy of Individually Identifiable Health Information adopted by the United States Department of Health and Human Services and codified at 45 C.F.R. Part 160 and Part 164, Subparts A, C (“Security Rule”), and E (“Privacy Rule”) as well as Subtitle D of the Health Information Technology for Economic and Clinical Health Act (“HITECH”).

Capitalized terms within this BAA shall have the same meaning as those terms are defined at 45 C.F.R. §§ 160.103, 164.103, 164.304, 164.402 and 164.501. This BAA applies to uses and disclosures of all PHI that ABILITY creates for or on behalf of, or receives from or on behalf of, Customer.

ABILITY and Customer hereby agree as follows:

1. Permitted Uses and Disclosures. ABILITY may use and disclose PHI: (i) in the course of performing services for or on behalf of Customer; (ii) as required or permitted by law, regulation, regulatory agency or by any accrediting body to whom Customer or ABILITY may be required to disclose such PHI; (iii) as set forth in an authorization that complies with HIPAA and HITECH, or (iv) to provide Data Aggregation services, as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

Except as otherwise limited in this BAA, ABILITY may use PHI for the proper management and administration of ABILITY or to carry out the legal responsibilities of ABILITY.

Except as otherwise limited in this BAA, ABILITY may disclose PHI for the proper management and administration of ABILITY, provided that disclosures are required by law, or ABILITY obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the ABILITY of any instances of which it is aware in which the confidentiality of the information has been breached.

ABILITY will not use or disclose PHI other than as permitted or required by this BAA or as Required By Law.

2. ABILITY’s Obligations. ABILITY shall:

a. ensure, through a written contractual agreement that complies with 45 C.F.R. § 164.314, that its agents and Subcontractors to whom it may provide PHI agree to the same terms and conditions as are applicable to ABILITY;

b. implement appropriate and reasonable safeguards to prevent use or disclosure of PHI other than as permitted herein, including those safeguards required pursuant to 45 C.F.R. § 164.308, 164.310, 164.312, 164.314, and 164.316, and comply, as applicable, with the requirements of 45 C.F.R. Part 164, Subpart C;

c. comply, when applicable, with 74 FR 19006 Guidance Specifying the Technologies and Methodologies that Render PHI Unusable, Unreadable, or Indecipherable to Unauthorized Individuals for Purposes of Breach Notification Requirements under Section 13402 of Title XIII;

d. protect, with regard to PHI not covered by the Guidance published at 74 FR 19006, electronic PHI at rest and in transit through encryption that complies with State of Ohio IT Standard, ITS-SEC-01, Data Encryption and Cryptography;

e. make available to the Secretary of Health and Human Services, ABILITY’s internal practices, books and records relating to the use or disclosure of PHI for purposes of determining Customer’s compliance with HIPAA;

f. report to Customer in writing and within ten days of discovery, as well as mitigate (to the extent practicable), any harmful effect that is known to ABILITY of uses or disclosures of PHI of which ABILITY becomes aware that do not comply with the terms herein, including Breaches of Unsecured PHI as required by 45 C.F.R. § 164.410, and any Security Incident of which it becomes aware. Such reports shall include identification of affected individuals whose PHI has been or is reasonably believed to have been accessed, used, disclosed, or lost. In addition, at Customer’s request, ABILITY shall identify the date of any security incident, the scope of the security incident, and ABILITY’S response to the security incident;

g. to the extent that Customer and ABILITY agree in writing that ABILITY shall maintain PHI as part of a Designated Record Set, ABILITY agrees to provide access to Customer, or to an Individual as directed by Customer, to PHI contained in a Designated Record Set. If an Individual request an electronic copy of PHI maintained electronically in a Designated Record Set, ABILITY agrees to provide access to Customer, or to an Individual as directed by Customer, to PHI in a readable electronic format as agreed to by Customer and the Individual, with respect to the PHI maintained electronically in a Designated Record Set;

h. make amendments to PHI contained in a Designated Record Set that Customer directs or agrees to pursuant to 45 C.F.R. § 164.526;

ABILITY Network Inc. Business Associate Agreement Page 2. 10.9.2019

i. document uses and disclosures of PHI that would be required for Customer to respond to a request for an accounting of disclosures in accordance with 45 C.F.R. § 164.528 and, upon Customer’s request, provide such information to Customer;

j. acknowledge, in accordance with Ohio Revised Code section 149.43,, that this Agreement, as well as any information, deliverables, records, reports, and financial records related to this Agreement are presumptively deemed public records.

ABILITY understands that these records will be made freely available to the public unless Customer determines that, pursuant to state or federal law, such materials are confidential or otherwise exempt from disclosure. ABILITY must comply with any direction from Customer to preserve and/or provide documents and information, in both electronic and paper form, and to suspend any scheduled destruction of such documents and information.

k. use Customer’s EDI password only as expressly authorized by Customer and only for the submission and retrieval of Customer’s EDI transactions. If Customer uses ABILITY for exchange of EDI transactions with their Medicare contractor, this paragraph grants this explicit authorization;

l. to the extent ABILITY is to carry out one or more of Customer’s obligation(s) under 45 C.F.R. Part 164, Subpart E, ABILITY agrees to comply with the requirements of Subpart E that apply to Customer in the performance of such obligations; and

m. make uses and disclosures and requests for PHI consistent with Customers minimum necessary policies and procedures.

3. Customer’s Obligations. Customer shall:

a. notify ABILITY of any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect ABILITY’s use or disclosure of PHI;

b. notify ABILITY of any changes in, or revocation of, permission by an individual to use or disclose PHI to the extent that such changes may affect ABILITY’s use or disclosure of PHI;

c. notify ABILITY of any restriction to the use or disclosure of PHI that Customer has agreed to in accordance with 45 C.F.R.

§164.522, to the extent that such restriction may affect ABILITY’s use or disclosure of PHI; and

d. request ABILITY to use or disclose PHI only in a manner permissible under HIPAA and HITECH if done by the Customer.

4. Term and Termination. The term of this BAA shall commence as of the Effective Date and shall terminate when all of the PHI provided by Customer to ABILITY, or created or received by ABILITY on behalf of Customer, is destroyed or, if it is infeasible to destroy the PHI, when protections are extended to such information, as provided herein. ABILITY’S non-compliance with the terms of this BAA or the privacy and security regulations shall be a breach of this BAA if ABILITY knew of the breach and failed to take immediate and reasonable steps to cure the non-compliance. ABILITY agrees that Customer has the right to immediately terminate this Agreement and seek relief if Customer determines that ABILITY has violated a material term of this BAA.

Upon termination of this BAA, ABILITY agrees to destroy all PHI created, received, maintained, or transmitted from or on Customer’s behalf. ABILITY agrees that it will not retain any copies of PHI except as required for its proper management and administration, or by law. If destruction of all PHI, and all copies of PHI, is not feasible, ABILITY agrees to extend the protections of this BAA for as long as maintained and to limit further uses and disclosure to those which make destruction infeasible. When any PHI retained by ABILITY is no longer needed for its proper management or legal responsibilities, ABILITY shall destroy the PHI in accordance with the terms of this paragraph.

Termination of this BAA shall not affect any of its provisions that, by wording or nature, are intended to remain effective and to continue in operation.

5. Agreement. This BAA constitutes the entire agreement between the parties concerning its subject matter. This BAA may be amended only in writing signed by Customer and ABILITY. The parties agree to take such action to amend this BAA as is necessary to comply with the requirements of HIPAA and HITECH. This BAA and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed in accordance with, the laws of the State of Ohio, including all matters of construction, validity and performance. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits the parties to comply with HIPAA and HITECH, as applicable.

Signature Page to follow

ABILITY Network Inc. Business Associate Agreement Page 3. 10.9.2019

ABILITY and Customer, intending to be legally bound, have caused their duly authorized representatives to execute and deliver this BAA.

ABILITY Network Inc. Ohio Department of Mental Health and Addiction Services

By:

By:

Printed Name:

Printed Name:

Title:

Title:

Director

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3

14686271.2

ABILITY Network Inc. Service Agreement

Page 1 10.7.2016 - Custom

THIS SERVICE AGREEMENT (“AGREEMENT”) IS ENTERED INTO AS OF THE LAST DATE

OF SIGNATURE BELOW (“EFFECTIVE DATE”) BY AND BETWEEN ABILITY NETWORK INC.

(“ABILITY”) AND THE OHIO DEPARTMENT OF MENTAL HEALTH AND ADDICTION

SERVICES (“CUSTOMER”) WHO EACH AGREE TO BE BOUND BY THE TERMS OF THIS

AGREEMENT, SUBJECT TO THE ORDER FORM FOR THE SERVICE(S).

1. DEFINITIONS.

“ABILITY” – ABILITY Network Inc. and its affiliates and subsidiaries.

“Connections” - the number of electronic pathways Customer may establish for the Services as set forth in the Order Form.

“Connection Change Fee” – the fee associated with a change in Connection pathways requested by Customer or necessitated by a change in connectivity.

“Documentation” – the technical manuals made generally available by ABILITY to enable Customer to use and reasonably understand the Service.

“Order Form” – the fully executed ABILITY Services Order Form representing Customer’s purchase of Services.

“Service(s)” – the services specified in the Order Form, and any Value Added Services provided by ABILITY pursuant to this Agreement.

“Software” – software products used by ABILITY as part of the Services or otherwise, in object code, machine readable format or pursuant to a software-as-a-service model, and any updates, revisions, improvements or materials (if any) subsequently provided to ABILITY. Software may include programs of third parties which ABILITY is authorized to include as part of the Software.

“Value Added Services” - those additional services provided from time to time by ABILITY, including, but not limited to (i) providing messages regarding disease and treatment education, treatment alternatives, clinical trial education and opportunities, patient reminder information, industry news, insurance information, and such other general information that may be relevant to the Customer and/or its patients; (ii) data aggregation services; and (iii) data analytical services.

2. PERMITTED USE. The Documentation and any accompanying materials are protected, among other ways, by federal copyright law and international treaties. Customer may, on a nonexclusive basis, directly or indirectly, use the Service only for the processing of Customer’s own information and data, and such customer data as Customer normally processes in the ordinary course of Customer’s business. Customer shall not itself, or through any affiliate, agent or third party (I) sell, lease, license or sublicense the Documentation or the Services; (ii) use the Services to provide processing services to third parties or otherwise use the Services on a service bureau basis; or (iii) remove any trademark, copyright or other proprietary notices, labels or marks on or in the Documentation. Customer will promptly notify ABILITY of any unauthorized disclosure, reproduction, use or distribution of the Documentation or the Services, which comes to Customer’s attention, or which Customer reasonably suspects. Customer is solely responsible for obtaining all equipment and for the compatibility thereof with the Services, and for paying all fees including, without limitation, all applicable taxes and Internet access fees, necessary to use the Services.

3. SUPPORT AND RESTRICTIONS

a) Support. ABILITY shall provide 1) configuration and ongoing management of Connections, 2) ongoing monitoring of Service to ensure reliable and efficient operations, 3) troubleshooting, advice and assistance in the form of telephone or e-mail support, and 4) modifications, incremental enhancements, and updates to the Services; as ABILITY, at its option, may elect to offer its customers.

b) Restrictions. The purchase of Service shall not entitle Customer to receive any custom modifications or custom updates of the Service. Such services may be provided by ABILITY under separate agreement.

c) Coverage. ABILITY will provide telephone or on-line support during ABILITY’s normal business hours. ABILITY will provide support to evaluate and assist in the resolution of problems related to Customer’s use of the Services.

4. FEES AND PAYMENT.

a) Fees. Any fees shall be set forth in the Order Form (the “Fee”). After the Initial Service Term, Fees shall be subject to adjustment by ABILITY on sixty (60) day written notice to the Customer effective any time one (1) year after the commencement of the service period, provided that any increase in third party charges, such as tariffs or government fees, shall be immediately passed through to Customer. In the event a change in Connections is requested by Customer or is necessitated by a change in connectivity, the Connection Change Fee shall be based on the then current ABILITY standard price list. Customer shall pay directly or reimburse ABILITY for all sales, use or related taxes, exclusive of income taxes.

b) Payment. The Fee shall be payable by Customer subject to the terms of the Order Form. The fee is non-refundable except as provided in the Order Form. If Customer does not make payment by the required payment date, Customer agrees to pay ABILITY interest on such payment in accordance with Ohio Revised Code section 126.30 and Ohio Administrative Code section 126-3- 01.

c) Taxes. Pursuant to Ohio Revised Code section 5739.02, Customer is exempt from sales tax.

Customer shall produce evidence of such exemption by providing a certificate or permit of exemption upon execution of this Agreement.

d) Locations. ABILITY shall adjust the Fee as Customer adds locations. Customer shall provide ABILITY prior written notice of any additional locations and ABILITY shall have the right to audit Customer’s Service usage and locations.

5. INTELLECTUAL PROPERTY RIGHTS.

a) Ownership. Customer acknowledges that ABILITY and its licensors retain all intellectual property rights and title (including any patent, copyright, trademark and other rights) in and to all Services, Software and Documentation and their related Confidential Information, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, comprising, embodied in, or practiced in connection therewith, including, without limitation, all modifications, enhancements, configurations, upgrades, and interfaces thereto ("Works"). ABILITY reserves and retains all intellectual property rights and title associated with Works and derivatives of Works. The Software, including its operation, code, architecture and implementation, as well as the look and feel of the Software, is the valuable intellectual property of ABILITY. The Software is protected by United States copyright laws and international treaty provisions. This Agreement does not give Customer any intellectual property rights in the Software. In connection with Customer’s use of the Services, Customer will not disassemble, decompile, reverse engineer or make any other attempt by any means to discover or obtain the Software or its source code and ABILITY shall have the right to terminate this Agreement immediately upon notice to the Customer in any such event.

In the event any modifications are made to the Services by anyone other than ABILITY, all warranties with respect to the Services shall immediately terminate.

b) Proprietary Markings. Customer will not remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within any Software or Documentation.

The placement of a copyright notice on Software or Documentation shall not constitute publication or otherwise impair the confidential or trade secret nature of the Software or Documentation.

c) Use of Data. Any access, use or disclosure of protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act will be governed by the Business Associate Agreement (the “BAA”) in effect between the parties.

d) Third Party Websites. The Services may contain links to third party websites (“Websites”).

Such links are provided for convenience only and Websites are not under ABILITY’s control.

ABILITY is not responsible for the content of any Websites, and ABILITY does not review, approve, monitor, endorse, warrant or make any representation with respect to Websites. In no event will ABILITY be responsible for the information contained in any Website or for Customer’s use thereof.

Websites may have terms and privacy policies different from those of ABILITY, and ABILITY is not responsible therefor.

6. CONFIDENTIAL INFORMATION. The Services and Documentation, including, without limitation, trade secrets, performance data, design, features, layouts, configurations, processes, formulae, specifications, programs, test results, technical know-how, methods and procedures of operation and other information relating to or obtained therefrom, by use, examination or otherwise, which is not generally publicly known are the valuable trade secrets of ABILITY and its licensors, and shall be deemed to be confidential information of ABILITY (“Confidential Information”). In addition, any information or materials disclosed or provided to Customer by ABILITY or its personnel and specified as confidential or proprietary or marked as confidential or proprietary shall be deemed to be Confidential Information of ABILITY. Customer shall use the same degree of care to protect the Confidential Information from improper use or non-disclosure as Customer would use with respect to Customer’s own information of like importance which Customer does not desire to have published or disseminated, but in any event no less than reasonable care. Customer will not use any Confidential Information for any purpose not expressly authorized under this Agreement and, unless required by Ohio Public Records Law (Ohio Revised Code section 149.43), will not disclose to third parties any such Confidential Information.

7. TERM AND TERMINATION.

a) Term. Each Service shall have an initial one (1) year term (the “Initial Service Term”) from the commencement of the service period and shall thereafter renew automatically for successive one

(1) year terms, unless a different term is specified in the Order Form. Any unused base transactions expire as of any renewal or termination date. After the Initial Service Term, either party may terminate this Agreement with no less than thirty (30) days prior written notice. Services may only be terminated at the end of a month. Therefore, the Agreement and related Services will be terminated on the last day of the month that occurs at least thirty (30) days after receipt of such notice. Customer may reactivate a Service in accordance with Section b) below.

b.) Termination. If Customer fails to pay any Fee when due, ABILITY may, at its sole discretion (a) terminate this Agreement immediately upon notice to Customer; (b) withhold delivery of all or a portion of the Services or Documentation; (c) disable all Connections; or (d) seek enforcement of Customer’s obligation to pay the entire Fee as a condition precedent to any other obligation of ABILITY hereunder. This Agreement will terminate thirty (30) days after prior written notice of Customer’s breach of this Agreement subject to Customer’s right to cure such breach during the notice period. Upon termination, ABILITY shall disable all Connections, and Customer shall destroy all copies of the Documentation. Upon request by ABILITY, Customer shall certify in writing to ABILITY that all copies of the Documentation have been destroyed and that none remain in Customer’s possession or under Customer’s control. Customer may seek reactivation of a Service at its sole discretion and appropriation of funds by the Ohio General Assembly. If Customer desires to reactivate a Service, Customer shall give ABILITY notice of such desire. ABILITY shall not obligate resources in anticipation of reactivation until notice is provided.

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c) Allocation of Funding. Customer’s funds are contingent upon the availability of lawful appropriations. If the Ohio General Assembly or any third party providing funding fails at any time to continue funding for the payments or any other obligations due by Customer under this Agreement, Customer will be released from its obligations on the date funding expires. Any obligations of Customer are subject to Ohio Revised Code section 126.07.

d) Insolvency. This Agreement shall terminate upon the election of and notice from ABILITY to Customer if Customer is adjudged insolvent or bankrupt, or upon the institution of any proceedings by or against Customer seeking relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of Customer's property or assets, or the liquidation, dissolution or conclusion of Customer's business.

e) Effect of Termination. Upon expiration or termination of the Agreement for any reason, all use of the Services by Customer shall cease, and Customer shall pay to ABILITY all accrued Fees.

f) Survival of Certain Terms. The provisions of Sections 4, 5, 6, 7, 8, 9(b), 10, 11, 12, 13, 14, 15, 16, 17, 19 and 20 shall survive expiration or termination of this Agreement.

8. REACTIVATION. Customer may reactivate Service, with the prior written consent of ABILITY, at any time after its expiration, by payment to ABILITY of the Fee then in effect. ABILITY may, at its discretion, refuse to allow such reactivation of Service or charge a reactivation fee

9. WARRANTIES

a) ABILITY warrants that i) its Services will be of professional quality and will conform to generally accepted professional standards; ii) its personnel shall be competent and qualified to perform the tasks to which they are assigned; and iii) it has the right to grant the licenses provided herein. If the Services fail to comply with such warranty, ABILITY will repair or replace the Services if notified by Customer within ninety (90) days of initial receipt by Customer. These remedies are provided on the condition that ABILITY is promptly notified in writing of the particular defects or nonconformance as delivered by ABILITY and examination by ABILITY discloses that such deficiencies actually existed. The foregoing states Customer’s sole and exclusive remedy and ABILITY’s sole and exclusive liability for breach of warranty.

b) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL CONDITIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY

CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE ON THE PART OF ABILITY AND ITS SUPPLIERS. ABILITY DOES NOT WARRANT

THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CUSTOMER’S

REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED

OR ERROR FREE. ALL THIRD PARTY SOFTWARE INCLUDED IN THE SERVICES IS

PROVIDED WITHOUT WARRANTY OF ANY KIND AND CUSTOMER IS RESPONSIBLE FOR

THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF SUCH THIRD

PARTY SOFTWARE INCLUDED IN THE SERVICES.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL ABILITY OR ITS SUPPLIERS BE LIABLE

FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF

PROFITS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, WHETHER SUCH

DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY, EVEN IF ABILITY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ABILITY’S MAXIMUM LIABILITY

UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEE PAID TO ABILITY IN THE TWELVE

(12) MONTHS PRIOR TO THE CLAIM OR CAUSE OF ACTION.

11. U.S. GOVERNMENT RIGHTS. If Customer is the U.S. Government or an agency thereof, Customer (a) with respect to civilian agencies, will grant protection for any software included in the Services as "commercial computer software" and related documentation in accordance with the terms of 48 C.F.R. 12.212 of the Federal Acquisition Regulations; and (b) for use by or on behalf of the Department of Defense, will grant protection for any software included in the Services as "commercial computer software" and related documentation in accordance with the terms of 48 C.F.R. 227.7202-1 of the DoD FAR Supplement. The Software and Services may include Commercial Software/Data, including CPT codes and description licensed from the American Medical Association, 515 North State Street, Chicago, Illinois, 60610, and other third party licensors.

U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose the Commercial Software/Data are subject to the limited rights restrictions of DFARS 252.227- 7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14(June 1987) and/or subject to the restricted rights provisions of FAR 5.227-14 (June 1987) and FAR 52.227.19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

12. EXPORT. Customer will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export, of the Services to any country for which the United States Export Administration Act, or any similar United States law or regulation requires an export license or other U.S.

Government approval, unless the appropriate export license or approval has first been obtained.

13. NOTICES. Unless otherwise specified in this Agreement, all notices, requests, demands and other communications (other than routine operational or administrative communications) required or permitted under this Agreement shall be deemed to have been delivered to a party at the address indicated in the Order Form: (a) when actually received in the case of hand delivery as evidenced by a signed receipt or applicable Order Form; (b) the business day after being given to a reputable overnight courier service, with a reliable system for tracking delivery, for delivery the following day;

(c) when sent by confirmed facsimile with a copy sent by United States mail within two (2) business days of the transmission; (d) within six (6) days of deposit if sent by United States Postal Service first class mail; or (e) upon receipt when sent via email with a S/MIME receipt request. A party may from time to time change its address, facsimile number or designee for notification purposes by giving the other party prior written notice of the new address, facsimile number or designee and the date upon which such change will become effective.

14. CHOICE OF LAW, DISPUTE RESOLUTION, VENUE. This Agreement is governed by the laws of the State of Ohio without regard to its conflict of laws rules and principles. The United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement.

15. NO LIMITATION. Nothing in this Agreement shall, or is intended to, limit the ability of ABILITY to develop or enhance its Service in any manner whatsoever, including use of knowledge gained as a result of the performance by ABILITY of its obligations hereunder, provided that ABILITY does not use or disclose Customer’s confidential information identified as such by Customer in writing.

16. BINDING UPON SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. However, Customer may not effect an assignment of this Agreement, including by operation of law, without ABILITY’s prior written consent. Any such purported assignment of this Agreement without obtaining written consent shall be void and of no effect and shall permit ABILITY to terminate this Agreement pursuant to Section 7.

17. SEVERABILITY; ENFORCEMENT; NO WAIVER. The unenforceability of any provision of this Agreement shall not impair the enforceability of any other part of this Agreement. If any provision of this Agreement shall be deemed invalid or unenforceable, in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not be deemed a waiver and shall not affect its right to enforce any provision of this Agreement at a subsequent time.

18. INDEMNIFICATION.

a) Customer shall be responsible for damages caused solely by is negligent acts or omissions as determined by the Ohio Court of Claims or as the parties mutually agree.

b) ABILITY shall defend, indemnify, and hold harmless Customer from and against any claims (including reasonable attorneys’ fees) arising out of Customer’s proper operation or use of the Services alleging that Customer’s use of the Services infringes patent, copyright, or trademark rights or is a misappropriation of trade secrets. Customer shall provide ABILITY prompt notice of any such claim and ABILITY shall have the right to assume the defense thereof. In the event Customer’s use of the Services is determined by ABILITY to be likely to be enjoined, ABILITY shall, at its option, modify the Services so that it is non-infringing or terminate this Agreement.

19. CERTIFICATE AUTHORITY. Customer acknowledges that ABILITY may obtain for one or more employees of Customer a digital certificate to be issued in connection with the services provided by ABILITY hereunder. Customer warrants that all facts and information provided by such employees will be accurate, current and complete, that such employees are and will be authorized to receive such digital certificates, accept the personal identifying information to be contained in such certificates, and comply with the responsibilities associated with holding such a certificate, including the terms and conditions found in the Neutralus Certification Practices Statement (CPS) http://www.abilitynetwork.com/Assets/pdf/Neutralus-CPS), and the Neutralus Certificate Policy http://www.abilitynetwork.com/Assets/pdf/Neutralus-CP). Furthermore, Customer shall cause such employees to represent themselves accurately in all communications using such certificates, to protect their private keys therefor at all times and to notify immediately the authority issuing such certificates if they suspect their private key has been compromised, stolen or lost.

20. INDEPENDENT PARTIES. The relationship of ABILITY and Customer is that of independent contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have any authority to bind the other party by contract or otherwise.

21. COMPLIANCE WITH LAW. ABILITY must comply throughout the duration of the Agreement with all applicable federal, state, and local laws, as well as Executive Orders, will performing under this Agreement.

22. CONFLICT OF INTEREST/ETHICS. ABILITY represents, warrants, and certifies that it and it employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including, but not limited to, Ohio Revised Code Chapter 102 and Ohio Revised Code sections 2921,42 and 2921.43. ABILITY further represents, warrants, and certifies that neither it nor any of its employees will do any act that is inconsistent with such laws and otherwise present a conflict of interest.

23. WARRANTY AGAINST AN UNRESOLVED FINDING FOR RECOVERY. ABILITY warrants that it is not subject to an unresolved finding for recovery pursuant to Section 9.24 of the Ohio Revised Code. If the warranty is false on the date the parties signed this Agreement, the Agreement is void ab initio and ABILITY shall immediately repay any funds paid under this Agreement.

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3 http://www.abilitynetwork.com/Assets/pdf/Neutralus-CPS http://www.abilitynetwork.com/Assets/pdf/Neutralus-CP

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24. DEBARMENT. ABILITY represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Agreement is void ab initio and ABILITY shall immediately repay any funds paid under this Agreement.

26. EQUAL EMPLOYMENT OPPORTUNITY. ABILITY will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Ohio Revised Code section 125.111 and all related Executive Orders.

27. COMPLETE AGREEMENT. This Agreement, together with the Order Form and the BAA, constitutes the complete and exclusive agreement between the parties and supersedes all proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.

The authorized representatives of the Parties hereto have executed this Agreement, effective on the date of Customer’s signature.

OHIO DEPARTMENT OF MENTAL HEALTH AND ADDICTION SERVICES

By: ____________________________________________________

Print Name: _____________________________________________

Title: __________________________________________________

Date: __________________________________________________

ABILITY Network Inc.

By: ____________________________________________________

Print Name: _____________________________________________

Title: __________________________________________________

Date: __________________________________________________

Director

9/8/2021

DocuSign Envelope ID: 2F38EDDB-C16B-44B0-AF18-9C8C370321F3

9/8/2021