CARE Hub Terms and Conditions

CARE ACCESS, REFERRAL AND ENGAGEMENT  HUB (“C.A.R.E. Hub”)  

RESOURCE DIRECTORY SERVICES AGREEMENT/TERMS AND CONDITIONS  

These General Terms and Conditions (these “Terms”) are offered to you (“Clinic,” “you”)  by Quadrant Virtual Care Management, LLC d/b/a As You Are, a Delaware corporation with its principal place of business at 99 E Main St, Ste 200, Franklin, TN 37064-4186 (“AYA”) and other related entities and affiliates (collectively, “AYA” “we,” “us,” “our”) and govern your subscription for an CARE Hub Profile (“Subscription”), including the ability to place a business summary, photo and links to your website on the profile page and an account hosted by us to store consumer inquiries (“Services”). These Terms, together with any additional terms on the applicable order form for each Subscription (“Order Form”), our Privacy Policy and any and all other policies or procedures related to the use of the Services as updated from time to time by AYA (“Additional Terms”) constitute a binding, legal agreement between you and AYA (collectively, the “Agreement”). Your continued use of the Services after any such change takes effect will be deemed to constitute your acceptance of any such change and your agreement to the new terms. In the event of a conflict between an Order Form and these Terms, the Order Form will govern such conflict. This Agreement will be effective on the date you sign up for an account, or on the date you access or use the Services. (“Effective Date”). AYA and Clinic may be referred to herein individually as a “Party” and collectively as the “Parties.” 

WHEREAS, AYA operates a virtual medical practice that provides diagnostic evaluations for pediatric patients aged 16 months to 10 years who are at risk for autism spectrum disorder (“ASD”) and recertifications for patients up to 18 years old. AYA’s services are delivered via telehealth to patients located in all 50 states, and AYA is an enrolled provider with various governmental and commercial payors, including Medicaid and TRICARE programs in numerous states. AYA has developed a marketing platform to assist Clinic(s) in brand awareness, visibility, and recognition. 

WHEREAS, Clinic is a licensed healthcare provider that offers applied behavioral analysis, therapeutic, and other clinical services to pediatric patients, including those diagnosed with ASD (“Behavioral Health Services”);  

WHEREAS, the Parties are committed to operating in strict compliance with all applicable federal and state laws and regulations, including, but not limited to, the federal physician self-referral law (42 U.S.C. § 1395nn) and its implementing regulations (the “Stark Law”); the federal anti-kickback statute (42 U.S.C. § 1320a-7b(b)) and its implementing regulations (the “Anti-Kickback Statute”); the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); and all analogous state laws governing healthcare fraud, waste, and abuse, physician self-referral, and patient privacy;   

WHEREAS, Clinic desires to be represented on AYA’s CARE Hub  as a trusted clinician and utilize AYA’s marketing services to promote, market and advertise Clinic’s services to the public, and Clinic attests to compliance with all state and federal laws related to Clinic’s clinical quality;  

WHEREAS, the Parties intend for this Agreement to fully comply with all applicable laws and regulations, and specifically intend for the arrangement to satisfy the requirements of the personal services and management contracts safe harbor to the Anti-Kickback Statute, set forth at 42 C.F.R. § 1001.952(d), and an applicable exception to the Stark Law; and   

WHEREAS, the Parties expressly agree that the compensation paid hereunder is for legitimate, commercially reasonable, and necessary marketing services, represents the fair market value of such services, and is not determined in any manner that takes into account the volume or value of any referrals or other business generated between the Parties.   

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:  

1.Scope of Marketplace Services 

1.1. Services. Subject to the terms and conditions of this Agreement, AYA shall provide Clinic with the marketplace, administrative, and advertising services (the “Services”) described in further detail in Exhibit A, which is attached hereto and incorporated by reference. The Services are intended solely to promote Clinic’s own professional services to the public and shall be directed by Clinic.  

1.2. Excluded Activities. For the avoidance of doubt, the Services provided by AYA under this Agreement shall not include: (a) The provision of any clinical services, including but not limited to, medical diagnosis, treatment, or clinical decision-making. (b) The provision of practice management, billing, coding, or any other administrative services beyond the scope of the marketing services explicitly defined in the Order Form. This Agreement is not a referral agreement.  

1.3. Clinic Responsibilities. Clinic shall be solely responsible for: (a) the clinical quality, safety, and delivery of all medical and healthcare services provided to its patients. (b) Ensuring that all information provided to AYA for use in marketing materials is accurate, complete, and not misleading. (c) Reviewing and providing final approval for all co-branded marketing materials and content created by AYA prior to public dissemination. (d) Complying with all applicable laws, regulations, and professional standards related to its provision of healthcare services and billing practices. (e) Updating AYA if any material facts from its initial application change and participating in an annual quality review, confirming that the initial application is correct. (f)Mandatory monthly screening against the OIG List of Excluded Individuals/Entities (LEIE) and mandatory monthly screening against the System for Award Management (SAM) exclusion database. Clinic agrees that you assume all responsibility for determining which leads to pursue. If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that AYA will have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party. 

1.4. Informational Resource Lists and Resource Navigation Services (a) Clinic may, at its sole discretion, provide AYA with a list of its practice locations, services offered, and contact information (“Clinic Information”). (b) AYA may, in its role as a resource navigator, offer families seeking ASD resources access to a curated list of unaffiliated community resources, which may include the Clinic Information alongside information from other providers. Such lists may reflect criteria relevant to the family’s circumstances, including but not limited to: geography and markets served, insurance coverage and financial considerations, clinical need, ability to travel, and family preferences. At no time will AYA steer, recommend, endorse, or otherwise influence a family’s choice of provider.  AYA shall present such resource lists in a neutral, comprehensive, and non-prescriptive manner. AYA will not steer, recommend, endorse, or otherwise influence a patient’s or family’s choice of a post-diagnostic service provider. The provision of such lists is independent of the Services rendered hereunder and is not a compensable activity under this Agreement.  

2. Compensation Structure and Fair Market Value Analysis 

2.1. Compensation. In consideration for the Services listed in the applicable Order Form provided by AYA, Clinic shall pay AYA a fixed monthly fee listed in each applicable Order Form(the “Service Fee”). The Service Fee is a flat fee, payable monthly in advance, and shall not be modified during the Term of this Agreement except by written amendment signed by both Parties.  

2.2. Fair Market Value. The Parties acknowledge and agree that the Service Fee: (a) has been determined through bona fide, arm’s-length negotiation; (b) represents the fair market value for the Services provided, consistent with the price that would be paid by a willing buyer to a willing seller in a transaction free from compulsion and with neither party being in a position to generate business for the other; (c) is not determined in any manner that takes into account the volume or value of any past, present, or future referrals of patients or any other business generated between the Parties; and (d) does not include any consideration for the value or volume of any anticipated or actual referrals from AYA to Clinic or from Clinic to AYA.  

2.3. FMV Documentation. AYA has conducted and will maintain on file a fair market value analysis supporting the Service Fee, based on objective, third-party data for comparable marketing services in the healthcare industry. AYA will review, on at least an annual basis, and update this analysis as needed.   

2.4. Payment Authorization; Billing. Clinic authorizes AYA to automatically charge the credit card on file for all fees due under this Agreement. Fees will be charged either (i) on a recurring monthly basis during the applicable month of service, based on the subscription fee and number of locations listed, or (ii) as a one-time annual payment, as elected in the applicable Order Form. Clinic agrees to maintain valid and current payment information at all times. AYA reserves the right to suspend services for failed or declined payments. In the event of any pricing change, AYA will provide written notice to you at least two (2) weeks prior to the pricing change taking effect. You may cancel the automatic renewal by providing AYA with sixty (60) days’ written notice and submitting a completed cancellation form to AYA within that same thirty (30) day period. Once the cancellation form is submitted, Services will be shut off as of the end of the then-current term. However, if the cancellation form is submitted after the 60-day period prior to the expiration of the then-current term, the term will auto-renew and you will be charged for such Services. Your cancellation notification must be submitted online via AYA’s CARE Hub cancellation form. Cancellations by voicemail will not be accepted. AYA will not credit you for partial months of service. If you disagree with any charges, you must dispute within sixty (60) days of AYA charging you for the disputed amount, or you waive any such dispute.

3.1. Mutual Representations. Each Party represents and warrants to the other that: (a) It is duly organized, validly existing, and in good standing under the laws of its state of incorporation and is qualified to do business in each jurisdiction where such qualification is required. (b) It has the full power and authority to enter into this Agreement and to perform its obligations hereunder. (c) It shall comply with all applicable federal, state, and local laws, regulations, and professional standards, including but not limited to the Stark Law, the Anti-Kickback Statute, HIPAA, state privacy and corporate practice of medicine laws, and all applicable rules of government healthcare programs, including Medicaid and TRICARE.   

3.2. No Prohibited Remuneration. The Parties expressly acknowledge that it is their intent that this Agreement, and the performance of the Parties hereunder, shall not be in violation of the Anti-Kickback Statute or any similar state law. No part of the compensation paid hereunder is for the purpose of inducing or rewarding the referral of patients or the generation of any other business between the Parties.  

3.3. Network Compliance. Clinic acknowledges that its participation in the Next Steps Network is contingent on continuous adherence to AYA’s quality and compliance standards. Clinic agrees to: (a) Submit to monthly exclusion screenings conducted by AYA; (b) Provide annual documentation updates, including proof of licensure, professional liability insurance, and re-attestation to compliance with network quality standards; (c) Maintain all necessary licenses, certifications, and insurance required to provide Behavioral Health Services in its jurisdiction(s); and (d) Promptly notify AYA of any material changes to information provided in its initial application or any subsequent compliance documentation.  

4. Prohibited Activities and Anti-Kickback Safeguards 

4.1. Prohibitions. Neither Party shall, directly or indirectly, offer, pay, solicit, or receive any remuneration (including any kickback, bribe, or rebate) to induce or in return for referring an individual for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a federal or state healthcare program.  

4.2. No Requirement to Refer. Nothing in this Agreement shall be construed as requiring either Party to refer patients or business to the other Party. Each Party shall retain full freedom of choice in making referral decisions, based solely on the patient’s best interests. Clinic acknowledges that the Services constitute only advertising, directory placement, and marketplace visibility. AYA does not guarantee patient volume, referrals, engagement levels, or business outcomes. No listing, badge, or placement shall be construed as an endorsement or recommendation. 

5. Patient Privacy and HIPAA Compliance 

5.1. HIPAA Compliance. The Parties shall comply with all applicable provisions of HIPAA and its implementing regulations. AYA shall not use or disclose any Protected Health Information (“PHI”) received from Clinic or created on Clinic’s behalf for any purpose other than as expressly permitted or required by this Agreement or as required by law.  

5.2. No PHI for Marketing. AYA shall not use or disclose any PHI for marketing purposes without obtaining a valid, specific, and written authorization from the patient or the patient’s legal representative that complies with 45 C.F.R. § 164.508(a)(3). All marketing analytics and reporting provided under this Agreement shall use de-identified or aggregated data only. When sharing information about referral volume, throughput, and outcomes as specified in Exhibit A, AYA will ensure all data is properly de-identified in accordance with HIPAA standards.  

5.3. Business Associate Agreement. If AYA’s performance of the Services requires it to be considered a “business associate” of Clinic under HIPAA, the Parties shall enter into a separate Business Associate Agreement that complies with 45 C.F.R. § 164.504(e).  

5.4. Data Security. Both Parties shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of any data exchanged pursuant to this Agreement. Each Party shall promptly notify the other of any security incident or breach affecting data exchanged under this Agreement.  

6. Advertising and Marketing Standards 

6.1. FTC Compliance. All co-branded marketing materials created under this Agreement shall be truthful, non-deceptive, and substantiated, in compliance with the Federal Trade Commission Act and all applicable state consumer protection and advertising laws.   

6.2. Clinic Approval. Clinic shall have the right to review all co-branded marketing materials.  

6.3. Multi-State Compliance. The Parties acknowledge that healthcare marketing regulations vary by state, and that AYA provides services across all 50 states. AYA shall maintain policies and procedures to ensure compliance with state-specific healthcare marketing regulations. For co-branded materials intended for use in specific states, AYA shall review such materials for compliance with the applicable state’s regulations prior to approval. Clinic shall be responsible for ensuring that its use of any approved marketing materials complies with the regulations of the state(s) in which Clinic operates. Clinic is solely responsible for compliance with the TCPA, CANSPAM Act, and applicable state communication laws. Clinic represents that it has obtained all required consents for email, SMS, or automated communications and shall indemnify AYA for violations arising from Clinic’s communications. 

6.4. Intellectual Property Ownership. (a) AYA Materials. All marketing materials, content, designs, and other intellectual property created solely by AYA, including the AYA Premier Provider badge and AYA branding elements, shall remain the exclusive property of AYA. Clinic’s right to use such materials is limited to the Term of this Agreement and subject to AYA’s brand guidelines. (b) Clinic Materials. All marketing materials, content, designs, and other intellectual property created solely by Clinic shall remain the exclusive property of Clinic. (c) Co-Branded Materials. All co-branded materials created under this Agreement shall be jointly owned by both Parties, with each Party having the right to use such materials during the Term of this Agreement. Clinic hereby grants AYA a non-exclusive, royalty-free, worldwide license to host, reproduce, display, modify, adapt, distribute, and use such Clinic Content solely in connection with providing, marketing, operating, and improving the CARE Hub Marketplace and related Services. 

To the extent permitted by law, Clinic assigns to AYA all right, title, and interest in de-identified information derived from marketplace usage or Services. AYA may compile and use aggregated, anonymized, or de-identified data derived from Clinic Content or marketplace usage for analytics, benchmarking, quality improvement, reporting, and business purposes without restriction. 

 7. Term, Termination, and Remedies 

7.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The term of this Agreement shall be for not less than one year, in compliance with 42 C.F.R. § 1001.952(d).  

7.2. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if (a) The other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; (b) The other Party fails to maintain compliance with the quality and compliance standards outlined in this Agreement, including but not limited to the requirements specified in Section 3.3; or (c) Continued performance of this Agreement would cause either Party to violate any applicable law or regulation.  

7.3 AYA Termination. AYA may terminate this Agreement immediately and without penalty upon written notice to the Clinic if the Clinic, or any of its owners, officers, directors, employees, or affiliated clinical providers (collectively, “Clinic Parties”) engages in any of the following conduct:  

(a) Is convicted of, pleads guilty or nolo contendere to, or is otherwise found guilty of any felony, or any misdemeanor involving moral turpitude. For purposes of this Agreement, “moral turpitude” shall be broadly construed to include, but not be limited to, any crime involving dishonesty, fraud, deceit, misrepresentation, violence, or any act that could reasonably be expected to harm the reputation, business, or relationships of AYA or endanger patient safety.  

(b) Is charged with or formally investigated for any criminal offense related to (i) healthcare fraud, waste, or abuse, including violations of the Anti-Kickback Statute, Stark Law, or False Claims Act; (ii) the neglect or abuse of a patient or any crime involving a minor; (iii) a violation of HIPAA or other state or federal privacy laws; or (iv) the unlawful manufacturing, distribution, or dispensing of a controlled substance.  

(c) Is subject to any disciplinary action, sanction, or finding of professional misconduct by any state licensing board, professional association, or regulatory body that results in the suspension, revocation, or restriction of any professional license or credential necessary to perform its obligations under this Agreement or to provide clinical services.  

(d) Is excluded, debarred, suspended, or otherwise becomes ineligible to participate in any federal or state healthcare program, including but not limited to Medicare, Medicaid, and TRICARE. The Clinic has an affirmative duty to immediately notify AYA of any such exclusion event concerning any Clinic Party.  

Upon delivery of a written termination notice under this section, this Agreement shall immediately cease, and AYA shall have no further obligations hereunder. The Clinic shall not be entitled to, and hereby waives any claim for, a refund of any fees or other compensation paid to AYA prior to the effective date of such termination. This remedy is in addition to any other rights and remedies available to AYA at law or in equity.  

7.4. Performance Standards. (a) Service Level Commitments. AYA commits to providing the Services outlined in Exhibit A in a professional and timely manner, consistent with industry standards for healthcare marketing services. (b) Clinic Feedback. AYA will solicit feedback from Clinic on a quarterly basis regarding the quality and effectiveness of the Services provided. (c) Remediation. If Clinic reasonably determines that any Service does not meet the standards set forth in this Agreement, Clinic shall provide written notice to AYA describing the deficiency in reasonable detail. AYA shall have thirty (30) days from receipt of such notice to remedy the deficiency or provide a plan for remediation acceptable to Clinic. (d) Fee Adjustment. If AYA fails to remedy a material deficiency in the Services within sixty (60) days of receiving notice, Clinic may request a proportional reduction in the Service Fee commensurate with the scope of the deficient Service, to remain in effect until the deficiency is remedied. For the avoidance of doubt, this agreement is not based on the volume of referrals and such metric shall not be considered as a performance standard.   

8. Indemnification and Limitation of Liability. 

8.1. Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any breach of this Agreement by the Indemnifying Party; or (b) any negligent or wrongful act or omission of the Indemnifying Party.  

8.2 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, AYA AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, “AYA”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE MARKETING SERVICES PROVIDED UNDER THIS AGREEMENT. AYA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, RESULTS, OR OUTCOMES OF ANY MARKETING CAMPAIGN OR THE ACCURACY OF DATA IN ANY MARKETING MATERIALS PROVIDED BY CLIENT. IN NO EVENT SHALL AYA’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO AYA IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND AYA WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT IT.  

8.3 Disclaimer(s). EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. THE SERVICES MAY CONTAIN TECHNICAL OR OTHER INACCURACIES. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE SERVICES; (II) ANY WARRANTIES CONCERNING COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS , INCLUDING ADVERTISING OR REFERRAL SERVICES AND (III) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISK FOR ANY VIOLATION OF THE ADVERTISING AND ETHICS RULES. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH PATIENTS, CONSUMERS OR USERS, AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS. 

9. Governing Law and Dispute Resolution 

9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.  

9.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve the dispute within thirty (30) days, they agree to submit the dispute to mediation before pursuing any other remedy.  

10. Confidential Information

10.1 Definition. 

“Confidential Information” means any non-public information, whether disclosed orally, visually, electronically, or in writing, that relates to or arises from the CARE Hub Marketplace or the relationship between the Parties, including but not limited to: 

(a) the existence of this Agreement and all of its terms, conditions, pricing, fee structures, metrics, and Statements of Work; 

(b) all CARE Hub platform features, functionality, workflows, user interfaces, algorithms, scoring logic, matching logic, ranking methodologies, analytics, dashboards, reporting formats, and product roadmaps; 

(c) all data generated through or associated with use of the CARE Hub, including marketplace performance data, utilization data, engagement metrics, referral patterns, throughput data, conversion data, and benchmarking data, whether or not de-identified or aggregated; 

(d) all business, technical, operational, compliance, legal, financial, strategic, or marketing information of AYA or its affiliates, including policies, procedures, playbooks, compliance frameworks, and internal documentation; 

(e) all non-public information regarding other CARE Hub participants, including identities, participation status, pricing, service offerings, performance characteristics, or comparative positioning; 

(f) all information disclosed by AYA that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure; and 

(g) any derivatives, analyses, summaries, notes, compilations, or materials derived from or based upon any of the foregoing. 

Confidential Information expressly includes information disclosed before or after the Effective Date and information disclosed whether or not marked confidential. 

10.2 Exclusions. Confidential Information does not include information that Clinic can demonstrate by contemporaneous written evidence: 

(a) is or becomes publicly available through no breach of this Agreement; 

(b) was lawfully known to Clinic prior to disclosure by AYA without a duty of confidentiality; 

(c) is independently developed by Clinic without use of or reference to Confidential Information; or 

(d) is lawfully received from a third party without restriction on disclosure. 

10.3 Obligations of Confidentiality. Clinic shall: 

(a) use Confidential Information solely for purposes of performing under this Agreement and participating in the CARE Hub Marketplace; 

(b) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; 

(c) not disclose Confidential Information to any third party without AYA’s prior written consent, except as expressly permitted herein; 

(d) restrict access to Confidential Information to those of its employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein; and 

(e) not use Confidential Information to compete with AYA, reverse engineer the CARE Hub, develop a competing marketplace or platform, or to benchmark or replicate AYA’s business, technical, or commercial models. 

10.4 Prohibited Disclosures and Use. Without limiting the foregoing, Clinic shall not: 

(a) disclose CARE Hub pricing, terms, or performance metrics to other providers or competitors; 

(b) publish, share, or otherwise distribute CARE Hub data, screenshots, reports, or analytics; 

(c) represent itself as endorsed, recommended, ranked, or preferred by AYA beyond what is expressly authorized in writing; or 

(d) use Confidential Information in marketing, investor materials, payer negotiations, litigation, regulatory submissions, or public statements without AYA’s prior written consent. 

10.5 Compelled Disclosure. If Clinic is required by law, regulation, subpoena, or court order to disclose Confidential Information, Clinic shall (to the extent legally permitted): 

(a) promptly notify AYA in writing of the requirement; 

(b) cooperate with AYA in seeking protective treatment or limitation of disclosure; and 

(c) disclose only the minimum portion of Confidential Information legally required. 

10.6 Ownership; No License. All Confidential Information remains the exclusive property of AYA or the applicable disclosing party. No license or other rights are granted to Clinic by implication or otherwise, except as expressly set forth in this Agreement. 

10.7 Remedies. Clinic acknowledges that unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages may be insufficient. AYA shall be entitled to seek immediate injunctive relief, in addition to any other remedies available at law or in equity, without the requirement of posting bond. 

10.8 Survival. The obligations set forth in this Section shall survive termination or expiration of this Agreement for five (5) years, and with respect to trade secrets and proprietary platform information, for so long as such information remains confidential under applicable law. 

11. Miscellaneous 

11.1. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.  

11.2. Amendment. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.  

11.3. Assignment. Clinic may not assign this Agreement without AYA’s prior written consent. AYA may assign in connection with a merger, acquisition, or sale of assets. 

11.4 Notices. All notices shall be in writing and deemed effective upon receipt if delivered by email or certified mail to the addresses set forth in the applicable Order Form or as updated by written notice.