This BILLING COMPANY ADDENDUM (Addendum), by and between Tebra Technologies, Inc. (Tebra) and the individual(s) or entity(ies) named on one or more order forms or Customer Agreements with Tebra acting as a billing or management company (Billing Company), sets forth the terms under which Billing Company may make available the Service to Practice (as defined below). This Addendum applies only to those Billing Companies who provide the Service to Permitted Entities. Capitalized terms used but not defined in this Addendum have the meaning ascribed to such terms in the Customer Agreement (which includes, without limitation, this Addendum).

1. Billing Company Use. Tebra hereby grants Billing Company a non-exclusive right and license to market and provide access to and use of the Service to one or more third parties (each, a “Practice”) subject to the following terms and conditions:
   1. Practice. In addition to access to and use of the Service, Billing Company may provide access to and use of the Service to any entity as part of an bundled offering in which Billing Company provides significant management and/or financial processing services (Billing Company’s Services) to the Practice (Access).
   2. Practice Agreement. Billing Company shall enter into a valid and enforceable agreement containing the provisions set forth in Exhibit A and, to the extent applicable, the Tebra Terms of Service (Practice Agreement) prior to providing Access to any Practice. Upon written request from Tebra, Billing Company shall provide Tebra with (x) a copy of such Practice Agreement or the relevant portions thereof, or (y) where any Practice enters into an electronic click-wrap agreement, written confirmation of the Practice’s agreement to the Practice Agreement.
2. Training and Support. Billing Company may choose to provide training services, implementation support, and technical support to Practice, or to contact Tebra for support on behalf of a Practice in accordance with Tebra’s Customer Care Policy.
3. Marketing Materials; Trademarks.
   1. Tebra hereby grants Billing Company a limited, terminable, non-exclusive right to distribute marketing materials, brochures, presentations, and/or other information provided by Tebra (Marketing Materials) to actual or prospective Practices, solely in accordance with the reasonable usage guidelines that may be provided by Tebra, and solely for the purpose of marketing Billing Company’s Services. Billing Company shall not alter or remove any trademark, copyright, proprietary rights, or confidentiality notice included in the Marketing Materials, and shall reproduce all such notices on any copies of the Marketing Materials made by Billing Company in accordance with this Addendum.
   2. Billing Company agrees that any use or display of Tebra’s trademarks, trade names, or trade dress (Tebra Trademarks) shall be in accordance with Tebra’s then-current usage guidelines. Billing Company acknowledges and agrees that Tebra is the exclusive owner of all Tebra Trademarks and agrees that it will not in any way disparage or denigrate Tebra Trademarks. Billing Company agrees that it will not seek legal protection or ownership of any Tebra Trademark (by statute, under common law, or otherwise) that is confusingly similar to any Tebra Trademark.
4. Business Associate Agreements. Billing Company shall enter into a valid, enforceable, HIPAA-compliant Business Associate Agreement with each Practice.
5. Access to Health Data. Tebra shall be entitled to provide a Practice with its Protected Health Information (as defined by HIPAA) and any other data associated therewith that is reasonably necessary for the treatment of any patient of Practice (Health Data) at any time or for any reason. Billing Company shall not prevent a Practice from accessing or using its Health Data at any time or for any reason. Without limiting the foregoing:
   1. Billing Company shall enable all user permissions in the Service in respect of access to Health Data as may be requested by the Practice;
   2. Billing Company shall, upon request of any Practice, make available to such Practice all Health Data of such Practice, as such Health Data may be copied from the Service;
   3. In the event a Practice seeks access to its Health Data directly from Tebra, whether because of any dispute between Billing Company and the Practice or otherwise, Tebra shall have the right to provide a copy of, or access to, such Health Data;
   4. Billing Company shall not prevent, and shall explicitly undertake any and all action necessary to allow, Tebra to perform its rights under this Section 5 including releasing to Tebra any relevant Health Data; and
   5. Billing Company hereby releases Tebra from any and all liability related to Billing Company Services provided to any Practice.
6. Billing Company Representations. Billing Company hereby represents and warrants to Tebra as follows:
   1. It has the requisite corporate power and authority to enter into, execute, and deliver this Addendum and to perform its obligations hereunder.
   2. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other person, is necessary or required in connection with the execution, delivery or performance by it of this Addendum.
   3. The execution, delivery, and performance of this Addendum will not violate any applicable law or result in any material violation of, be in conflict with, or constitute a default under any agreement to which it is a party.
   4. Neither it nor any of its staff members assigned to perform material services under the Customer Agreement, this Addendum, or any agreement with a Practice have been convicted of a criminal offense related to healthcare or been listed as debarred, excluded or otherwise ineligible for participation in or sanctioned by a Federal Health Care Program or other federal or state procurement or nonprocurement programs.
   5. Billing Company shall indemnify and hold Tebra harmless from any penalties, expenses, or other losses resulting from a third-party claim alleging acts or omissions by Billing Company or any Practice or Practice user constituting information blocking as defined in 42 U.S.C. § 300jj-52 and regulations thereunder in connection with this Addendum.
7. Billing Company Covenants. Billing Company hereby covenants and agrees as follows:
   1. Billing Company agrees to immediately notify Tebra if it becomes aware that it or any of its staff members assigned to perform material services under the Customer Agreement or this Addendum or any agreement with a Practice have been excluded or is otherwise ineligible for participation in a Federal Health Care Program or other procurement or nonprocurement program.
   2. Billing Company shall comply with all applicable laws and standards in the marketing of the Service, and refrain from engaging in any deceptive or unethical trade practices, or in any act which might harm the reputation of Tebra.
8. Tebra Representations. Tebra hereby represents and warrants to Billing Company as follows:
   1. It has the requisite power and authority to enter into this Addendum and to perform its obligations hereunder.
   2. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any other entity is necessary or required in connection with the execution, delivery, or performance by it of this Addendum.
   3. The execution, delivery, and performance of this Addendum will not violate any applicable laws or result in any material violation of, be in conflict with, or constitute a default under any agreement to which it is a party.
9. Termination.
   1. Tebra shall have the right to terminate a Practice’s Access if: (x) Billing Company has ceased to provide Billing Company’s Services to the Practice; (y) the Practice Agreement between Billing Company and Practice has been terminated by either party; or (z) Billing Company breaches a representation and warranty in Sections 6 or 7.
   2. In the event that a Practice’s Access is terminated for any reason, (x) the party terminating such Access (Billing Company or Tebra) shall promptly notify the other party of such termination, and (y) such Practice shall no longer have the right to access or use the Service, or to receive support for the Service; provided, however, that any such termination shall not affect the Practice’s right to access or use Health Data as provided in Section 5 above.
   3. Upon any termination of the Customer Agreement and this Addendum between Tebra and Billing Company for any reason, Billing Company shall provide written notice (in a form approved by Tebra) to each Practice that has Health Data in the Service notifying such Practice that they may elect to enter into a contract with Tebra in respect of the Service and any other service provided by Tebra.

Exhibit A – Practice Agreement Terms

Billing Company shall enter into a Practice Agreement with each Practice which shall include the following, or substantially similar, terms and conditions. Billing Company and Practice may agree to additional terms and conditions relating to the Billing Company’s Services, so long as such terms do not violate or conflict with the terms set forth below or the Customer Agreement between Billing Company and Tebra.

1. Use of Service.
   1. Billing Company hereby grants to the Practice a non-exclusive, non-transferable, revocable right for all Practice’s employees, contractors, or agents that provide billable patient care or services on behalf of the Practice (Providers) (and for additional permitted non-Provider users associated with authorized Providers) to access and use the Service.
      Practice shall be entitled to access and use the Service solely for Practice’s own internal business operations, provided that Practice is not in breach of any separate agreements or obligations with Tebra.
   2. To the extent that any provisions in this agreement are contrary to Practice’s rights with respect to certified API technology as set forth in the Tebra Terms of Service, then the terms of the Tebra Terms of Service shall control.
2. Third Party Services. Practice shall acknowledge and agree to all the terms related to Third Party Services as set forth in the Tebra Terms of Service. “Third Party Services” means any software, offering, product, or functionality that Practice uses that is provided by a third party that is not Tebra. Third Party Services currently include Parallels and AMA. Practice’s use of the Third Party Services is subject to the terms and conditions of the Parallels End User License Agreement and AMA End User License Agreement.
3. Ownership of Service. Practice acknowledges and agrees that as between Practice and Tebra, Tebra retains all title, copyright, and other proprietary rights in the Service. Practice does not acquire any rights, express or implied, in the Service, other than those expressly set forth in this agreement.
4. Practice Representations and Covenants. Practice represents and warrants that (i) Practice’s use of the Service complies with all applicable statutes, regulations and other laws, and that Practice has received all necessary third party approvals with respect to the Service and its use of the Service and the Third Party Services, and (ii) Practice’s data, and Practice’s use of such data, do not infringe the intellectual property rights of any third party. Practice agrees to indemnify and hold Billing Company and Tebra harmless from any third-party claims arising from Practice’s use of the Service.
5. Limitation of Liability.
   1. NEITHER TEBRA NOR BILLING COMPANY MAKES, AND EACH HEREBY DISCLAIMS, ANY WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTELLECTUAL PROPERTY RIGHT INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
   2. NEITHER TEBRA NOR BILLING COMPANY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, DATA OR USE, OR COST OF COVER SUFFERED BY A PRACTICE, WHETHER IN AN ACTION IN CONTRACT OR TORT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
   3. Tebra’s total aggregate liability for damages suffered by Practice, any its Providers (or non-Provider users associated with authorized Providers), or any of its affiliates under this agreement for any damages related to the Service, shall not exceed the amount of fees paid by Practice under this agreement for the most recent six (6) month period.
6. Termination. Tebra shall have the right to terminate use of the Service by Practice, including for cause, and for any breach of a separate agreement or obligation to Tebra, upon notice to the Billing Company. Upon any such termination: (i) Practice shall promptly return or destroy all copies of Tebra’s proprietary and confidential information; and (ii) all rights granted to Practice under this agreement shall terminate, including the right to access or use the Service, and neither Billing Company nor Tebra shall be liable for any damages caused by such inaccessibility.
7. Third Party Beneficiary. Billing Company and Practice each acknowledge and agree that Tebra is an intended third-party beneficiary of this agreement for the purpose of enforcing at law and at equity the covenants of Practice and the warranty disclaimers and limitations of liability set forth in this agreement.