1. Software

1.1 Grant of Rights to Khure Software. Subject to the terms of this Agreement (including the payment of the applicable Fees), Khure grants to Customer the following licenses and access rights to clinical dashboard designed to help the physician optimize practice management, clinical decisions, patient risk identification, and revenue and billing opportunities(the “Software”): to the extent that Khure is providing Local Software to Customer, a non-exclusive, non-transferable (except in accordance with Section, non-sublicensable and revocable license during the Term to install, access and use the Software and permit Permitted Users to access and use the Software for Customer’s internal business purposes only and in accordance with this Agreement.

1.2 Grant of Rights to Software Reports. In addition, Khure grants to Customer a non-exclusive, transferable, sublicensable and perpetual right for Customer to use, copy, and distribute the Software Reports provided to Customer by the Software

1.3 Suspension of Access; Scheduled Downtime; Modifications.Khure may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under the Agreement: (a) suspend Customer’s access to or use of the Software or any component thereof: (i) for scheduled maintenance; (ii) due to a Force Majeure; (iii) if Khure believes in good faith that Customer or any Permitted User has violated any provision of the Agreement; or (iv) to address any emergency security concerns; and (b) make any modifications, improvements, customizations, updates, and enhancements to the Software.

1.4 Permitted Users; Accounts. Customer is responsible for identifying and authenticating those employees and independent contractors authorized by Customer to access and use the Software on Customer’s behalf (“Permitted Users”), for ensuring only Permitted Users access and use the Software, and for Permitted Users’ compliance with the Agreement. Upon Customer’s request, Khure will issue one or more accounts (each, a “Customer User Account”) to Customer for use by one or more Permitted Users. Customer will ensure that Permitted Users only use the Software through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Khure of any actual or suspected unauthorized use of the Software. Khure reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.  Customer will ensure that all individual users of the Software, including Permitted Users, are contractually bound to terms and conditions with Customer that are no less restrictive or protective of Khure’s rights than those set forth in this Agreement.

1.5 Releases.  Unless expressly stated otherwise in this Agreement, all repairs, bug fixes, patches, deliverables, workarounds, updates, upgrades, enhancements, modifications, and other new versions of the Software that Khure provides to Customer under this Agreement are considered part of the Software, as applicable, and are included in the fees.

1.6 Proprietary Rights; Prohibited Uses. Khure and its licensors retain all right, title, and interest in the Software,  (including all repairs, bug fixes, patches, deliverables, workarounds, updates, upgrades, enhancements, modifications, and other new versions thereto and thereof) and all Intellectual Property Rights therein. Customer will not use the Software, for any purposes beyond the scope expressly set out in this Agreement. Customer will have no right and will not, nor will it authorize or assist any third party to: (a) adapt, copy, disassemble, reverse engineer, modify, translate, alter, create derivate works of, or decompile all or any portion of the Software, Software Reports,  or otherwise discern the source code in the Software, except as expressly permitted in this Agreement; (b) distribute, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Software, Software Reports,  or any of Customer’s rights therein, except as expressly permitted in this Agreement; (c) use the Software, Software Reports,  to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (d) remove, alter, or obscure any proprietary notice or legend in the Software, Software Reports. Nothing in this Agreement will be construed to grant Customer any right to obtain or use source code.  “Intellectual Property Rights” mean any and all intellectual property rights including copyrights, patent rights, trademark rights, and any other intellectual property right anywhere in the world, whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection.

2. Services

2.1 Services. During the Term, Customer may order, and subject to Customer’s payment to Khure of all applicable Fees, Khure will use commercially reasonable efforts to provide, professional services (the “Services”) and related deliverables specified in the Order Form. Khure will, in its sole discretion, determine the number of personnel and the appropriate skill sets of such personnel necessary to perform the Services. Khure’s resources may include employees of Khure or subcontractors. The delegating or subcontracting of Khure’s obligations set out in this Agreement will not relieve Khure from any obligation or liability under this Agreement. In addition to Khure’s termination rights set out in the Agreement, upon any material breach by Customer and ten days’ notice to Customer of said breach, Khure will be entitled, in its discretion, to suspend the Services until such time as such breach or default is remedied by Customer.

The Services may include access to functionality and reporting provided by DoctorCare Inc. as and when such functionality is available at no additional cost. Further information is available upon request.

2.2 Khure Auto-Screen Program. To the extent that Customer chooses to participate in Khure’s auto-screen patient program (the “Khure Auto-Screen Program”), the following terms apply:

(a) Any Fee waiver or other incentive program (including any payments by Khure) is subject to Customer’s compliance with the terms of the Khure Auto Screen Program, which are: (i) set out in this Agreement; and (ii) otherwise described in any additional written documentation by provided by Khure to Customer from time to time (the “Khure Auto-Screen Program Instructions”).

(b) Customer acknowledges that Customer will need to regularly review information in the Dashboard and take certain follow up actions in order to verify such information, as further detailed in the Khure Auto-Screen Program Instructions.

(c) For avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Khure may make updates and changes to the Khure Auto-Screen Program and Khure Auto-Screen Program Instructions from time to time upon notice to Customer.

2.3 Proprietary Rights. Without limiting Section above, Khure retains all ownership and intellectual property rights in and to: (a) the Services; (b) anything developed or delivered by or on behalf of Khure under this Agreement; and (c) any modifications or enhancements of or to (a) or (b). All rights not expressly granted by Khure to Customer under this Agreement are reserved.

2.4 Medical Disclaimer. The Khure Services provided hereunder are not designed or intended to be a substitute for professional medical advice, diagnosis or treatment and should not be used as a replacement or substitute for professional medical advice, diagnosis, treatment or judgment. Customer acknowledges and agrees that medical treatment decisions will not be made by Khure nor through the usage of the Khure Services but remain based entirely upon health care providers’ professional medical judgment and in accordance with generally accepted standards of medical practice, including without limitation, verifying conclusions and outputs of the Khure Services, confirming the accuracy of life-threatening information and verifying critically important results.

3.  Fees and Audit.

3.1 Fees. Customer agrees that the rights granted under this Agreement, including any license or access provided to the Software, or Services, are conditioned on Customer’s payment if any of all required fees or otherwise contemplated herein (“Fees”). To the extent that Khure is required to pay any amounts to Customer pursuant to the Khure Auto-Screen Program, Khure will remit such amounts to Customer in accordance with Khure’s standard payment practices.

3.2 Payment. Unless otherwise noted in the Order Form: (a) all Fees are in Canadian dollars and will be due and may be invoiced as set out in the Order Form, or as otherwise specified herein, and (b) all Fees will have a payment term of net 30 days from the invoice date.

3.3 Taxes. The Fees set out in this Agreement do not include applicable sales, withholding, use, value-added, GST or HST, personal property or other taxes (collectively “Taxes”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than Taxes based on the net income or profits of Khure.

4. Customer Data.

Customer retains all ownership and intellectual property rights in and to any data, information, content, records, and files that Customer or any of its Permitted Users loads, transmits to or enters into the Software, including Personal Information (“Customer Data”). Customer grants to Khure a right to access and process Customer Data stored locally at the Customer’s office under Customer Custodianship in order to perform its obligations under this Agreement including to provide the Services.

5. Personal Information.

Each party will comply with all applicable federal, provincial and local laws, rules and regulations concerning the privacy and security of personally identifiable information, including personal health information (“Personal Information”), including, without limitation, the requirements of the Personal Information Protection and Electronic Documents Act and the Personal Health Information Protection Act (Ontario) (“PHIPA”) (collectively, “Privacy Laws”). The parties will provide reasonable assistance to each other in order to allow the parties to comply with their respective obligations under privacy laws. Customer acknowledges and agrees that Khure is an agent of Customer, as such term is defined under the Personal Health Information Protection Act (Ontario), and Customer authorizes Khure to access, collect, use, and otherwise process Personal Information for the purposes of providing the Services

5.1 Khure’s Privacy Obligations. Khure will comply with the privacy requirements set out in Appendix 1.

5.2 Data Security. Khure agrees that it has established and will maintain an information security program designed to meet or exceed applicable laws and regulations. Khure agrees that such program includes administrative, technical, and physical safeguards designed to: (a) protect the security, confidentiality, and integrity of Personal Information; (b) protect against anticipated threats or hazards to the security, confidentiality, and integrity of Personal Information; (c) protect against unauthorized access to, or use of, Personal Information; and (d) ensure the proper disposal of Personal Information.

5.3 Security Incident Response. Khure will notify Customer at the first reasonable opportunity if it becomes aware of the loss, theft, or unauthorized access to, use or disclosure of Personal Information in the custody of Customer while Services are being performed (a “Security Incident”). Khure will use commercially reasonable efforts to address the Security Incident in a timely manner.

5.4 Customer Privacy Obligations.

(a) Notice of Privacy Practices. Customer will notify Khure of limitation(s) in its notice of privacy practices, to the extent such limitation affects Khures’s permitted uses or disclosures of Personal Information.

(b) Individual Permission. Customer will notify Khure of change(s) in, or revocation of, permission by an individual such as a patient to use or disclose Personal Information, to the extent such change(s) affect(s) Khure’s permitted uses or disclosures of Personal Information.

(c) Restrictions. Customer will notify Khure of restriction(s) on the use or disclosure of Personal Information to which Customer has agreed, to the extent such restriction(s) affect(s) Khure’s permitted uses or disclosures of Personal Information.

5.5 Return or Destruction. In the event of termination of the Agreement, to the extent feasible, Khure will return to Customer or destroy all Personal Information that Khure still maintains in any form. If the return or destruction of all Personal Information is not feasible, Khure will extend the protections of this Agreement to the remaining information and limit further use and disclosure of Personal Information to those purposes that make the return or destruction of the Personal Information infeasible.

6. Representations and Warranties; Disclaimer.

6.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has full power and all necessary rights to enter into this Agreement; and (b) it will carry out its obligations under this Agreement in compliance with applicable laws.

6.2 Customer Warranty. Customer represents, warrants and covenants that it has and will continue to maintain all necessary authority and consent under applicable Privacy Laws (i) to transfer or make available Personal Information to Khure; and (ii) for Khure to act as the Customer’s agent and access, collect, use, retain, dispose and otherwise process Personal Information to the extent necessary the purposes of performing the Services hereunder.

6.3 Disclaimers.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, KHURE DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES (AND ANY PART THEREOF) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. KHURE MAKES NO WARRANTIES UNDER THIS AGREEMENT WITH RESPECT TO ANY THIRD PARTY SOFTWARE, HARDWARE OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE SOFTWARE OR FURNISHED TO CUSTOMER BY KHURE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, KHURE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, KHURE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SOFTWARE OR SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS AGREEMENT MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

6.4 Customer’s Responsibilities. Unless otherwise agreed to in this Agreement, Customer is solely responsible for: (a) purchasing and obtaining from third parties, and for maintaining during the Term, all applicable licenses and consents for third party technology needed to install, execute and otherwise use the Software (unless provided by Khure pursuant to this Agreement and paid for by Customer to Khure); (b) configuring all equipment, software, and systems used with or, as applicable, to access Software, and (c) ensuring that end-users use the Software in compliance with this Agreement.

7. Indemnification

7.1 Indemnification Requirements. Customer will indemnify, hold harmless, and, at Khure’s option, defend Khure from and against all costs, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with any of the following: (a) Excluded Claims; or (b) Customer’s unauthorized use of the Software or Services.

7.2 Indemnification Process. The party seeking indemnification agrees to give the indemnifying party: (a) prompt written notice of such claim; (b) authority to control and direct the defense or settlement of such claim; and (c) such information and assistance as the indemnifying party may reasonably request, at indemnifying party’s expense, in connection with such defense or settlement. Notwithstanding the foregoing, the indemnifying party will not settle any third-party claim against the indemnified party unless such settlement completely and forever releases the indemnified party with respect thereto or unless the indemnified party provides its prior written consent to such settlement. In any action that the indemnifying party provides defense on behalf of indemnified party, the indemnified party may participate in such defense at its own expense by counsel of its choice.

7.3 Limitation of Liability. The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

7.4  Amount. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF KHURE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL KHURE’S LICENSORS OR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

7.4 Type. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL KHURE BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (A) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (C) BUSINESS INTERRUPTION; (D) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (E) PERSONAL INJURY OR DEATH; OR (F) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

7.5 THESE LIMITATIONS OF LIABILITY ARE FUNDAMENTAL TO THE BASIS OF THE BARGAIN UNDER THIS AGREEMENT, AND THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.

8. Confidentiality.

8.1 Definitions. For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser”, and “Confidential Information” means information marked or otherwise identified in writing by a party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, a reasonable person should recognize as being confidential; provided that Discloser’s Confidential Information does not include: (a) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (b) information that is publicly available through no wrongful act of Recipient; or (c) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

8.2 Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (a) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (b) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (c) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take reasonable precautions to safeguard the other party’s Confidential Information.  Those precautions will be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. If the Recipient is required to disclose Confidential Information pursuant to a court order, subpoena, search warrant, summons or other operation of law, then prior to disclosing any Confidential Information, the Recipient will, unless prohibited by law, give reasonable notice to the Discloser of such requirement and co-operate with the Discloser’s efforts to object to or limit such disclosure and to obtain an order protecting such Confidential Information.

8.3 Exceptions to Confidentiality. Recipient may disclose Discloser’s Confidential Information: (a) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (b) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (c) in the case of Khure, to potential assignees, acquirers or successors of Khure if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Khure.

9. Term.

This Agreement is effective as of the Effective Date and will remain in effect for the Initial Term and any Renewal Terms (collectively, the “Term”), unless earlier terminated in accordance with this Agreement. Upon termination of this Agreement, Customer will immediately cease accessing or using the Software and, as applicable, uninstall and delete the Local Software. Within 30 days following termination, Khure will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Khure to provide the Hosted Services.

10. Termination.

10.1 Termination. Either party may terminate this Agreement by giving to the other party written notice of termination upon the occurrence of any of the following events: (a) the other party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (b) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (c) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.  In addition to the foregoing, either party may terminate this Agreement for its convenience at any time upon not less than 30 days’ prior written notice to the other party.

10.2 Effect of Termination. Unless otherwise specified in this Agreement, upon expiration or termination of this Agreement: (a) Customer must immediately cease any and all use of the Software; and, as applicable, uninstall and delete the Software; (b) within 10 days of expiration or termination, Customer will destroy or deliver Khure’s Confidential Information, and an officer of Customer will certify to Khure such destruction or delivery; (c) except as expressly provided herein, Khure may retain Customer’s Confidential Information for its records, but the obligations of confidentiality with respect to such information set forth in Section 9 will survive for so long as such information is retained; (d) Khure will have no further obligation to provide the Software or perform Services of any kind to Customer; and (e) if Customer terminated the Agreement for its convenience during the Initial Term, all amounts payable for the Initial Term including amounts not otherwise due or billed as of the effective date of termination will become immediately due and payable. Expiration or termination of this Agreement will not limit Khure from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve Customer’s obligation to pay all amounts and Fees that have accrued or are otherwise owed by Customer under this Agreement.

10.3 Survival. Upon any termination or expiration of this Agreement, provisions contained in this Agreement that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Agreement, including Sections 1.6, 2.3, 2.4, 4, 7, 8, 10.2, 10.3, 14, 15, 16 will survive.

11. Compliance with Laws. The parties will comply with all applicable laws, rules and regulations, including export laws, in its performance under this Agreement. Customer must ensure that its use of the Software or Services complies in all respects and at all times with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities that the parties or the Software are subject to, including by means of obtaining any permits, licenses, or approvals required with respect to applicable export regulations.

12. Export. Customer agrees not to directly or indirectly export, re-export or import the Software or any component thereof without first obtaining all required licenses, permits, and permissions. Khure makes no representation or warranty that the Software may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

13. Force Majeure. Khure will be excused from any delays in performance of its obligations under this Agreement if such a delay results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot, Internet service failures or delays, acts or omissions of Customer or any third parties, the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites, or other causes beyond the reasonable control of Khure (“Force Majeure”). Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

14. Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

15. Dispute Resolution.

15.1  Subject to Section 16.2 the parties agree to use the process in this Section to resolve any controversy, dispute, or claim arising out of or relating to this Agreement, including its negotiation, validity, existence, breach, termination, construction, or application or the rights, duties, or obligations of any party to this Agreement (a “Dispute”). If a Dispute occurs between the parties so that one party is considering legal action against the other party, the party considering the legal action will provide the other party with a written request of a meeting between the parties to attempt to resolve the Dispute in good faith. Except where a party is seeking injunctive relief, no legal action will be taken by either party until such meeting occurs or until after the 30 day period, whichever is earlier.

15.2 No party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, Confidential Information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction.

16.General.

16.1 Assignment. This Agreement is binding upon and is for the benefit of the parties, their permitted successors and permitted assigns.  Customer may not transfer, sublicense or otherwise assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without Khure’s prior written consent, which consent will not be unreasonably withheld.  Any attempted transfer, sublicense or assignment by Customer in violation of this Section will be null and void.  In the event of a change of control event, Khure may assign, transfer, or delegate this Agreement and any or all of its rights and obligations under this Agreement without Customer’s consent.

16.2 Notices. All notices required by or relating to this Agreement must be in writing and sent by registered mail, return receipt requested, or via an internationally recognized express mail carrier (postage prepaid, return receipt requested), to the applicable party to this Agreement and addressed as set forth on the cover pages, or to such other address as that party may have given by written notice in accordance with this provision.  All notices required by or relating to this Agreement may also be communicated by electronic mail, if the sender also mails a hard copy of such notice to the aforementioned address

16.3 Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

16.4 Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

16.5 Construction. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative.The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

16.6 Independent Contractors. Khure’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other.  Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.

16.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether oral or written. If there is a conflict or inconsistency between the Terms and Conditions and the Order Form, then the provisions of these Terms and Conditions will govern to the extent of such conflict or inconsistency; provided, however, that the provisions of the Order Form will prevail over these Terms and Conditions to the extent the Order Form expressly refers to the provisions of these Terms and Conditions over which it prevails.

16.8 Amendments.  No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the parties.

16.9 English Language.  It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

16.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party.

Appendix 1

Khure Privacy Requirements

To the extent that Khure accesses Personal Information in the course of providing the Services under this Agreement, Khure will:

(a) access, collect, use, retain, dispose, or otherwise process Personal Information only to the extent necessary for the purpose of rendering the Services in accordance with this Agreement and as otherwise instructed by Customer in writing or as otherwise permitted hereunder;

(b) not disclose Personal Information without the Customer’s prior authorization;

(c) notify Customer in writing of any (i) inquiry received from an individual relating to, among other things, the individual’s right to access, modify or correct Personal Information, (ii) complaint received by Khure relating to the processing of Personal Information, and (iii) if not legally prohibited from doing so, order, demand, warrant or any other document purporting to compel the production of any Personal Information, and promptly comply and fully co-operate with all instructions of Customer with respect to any action taken with respect to such inquiry or complaint;

(d) limit access to Personal Information to its personnel and sub-processors who have a need for access to the Personal Information solely for the purposes of Khure rendering the Services under this Agreement;

(e) where Khure provides access to Personal Information to a third party, Khure will only retain subcontractors that Khure can reasonably expect to appropriately protect the privacy, confidentiality and security of the Personal Information; and

(f) require its personnel with access to Personal Information to agree, in writing, to protect the confidentiality and security of Personal Information in accordance with the terms of this Agreement, and otherwise properly advise and train each of its employees and permitted subcontractors of the requirements of Khure under this Agreement and applicable Privacy Laws.