Professional Services Agreement

This Professional Services Agreement (“PSA”) is between the HR for Health and the legal entity entering into the Order Form for Professional Services (“Client”). The parties agree as follows:

1. Terms of the MSA. This PSA incorporates the terms and conditions of the Order Form and the MSA and modifies certain of them to apply to HR for Health’s provision of Professional Services to Client; however, this PSA is a separate and independent agreement and does not replace, modify, or amend the Agreement in any way. Capitalized terms used in this PSA that are not defined herein have the same meaning as set forth in the MSA. In the event of a conflict between any Order Form, this PSA, and the MSA, the following order of precedence will control: (a) the Order Form, (b) this PSA, and (c) the terms as stated in the MSA.

2. Interpretation. For purposes of this PSA and except as provided herein, (a) the terms “MSA” and “Agreement” in the MSA mean this PSA; (b) the term “Service” in the MSA means “Professional Services;” provided that the term “Service” as used in this PSA has the unmodified meaning set forth in the MSA; (c) the terms “fees” and “Subscription Fees” in the MSA mean “Professional Services Fees;” and (e) the terms “Client Data” in the MSA mean “Professional Services Data.” Any reference in this PSA to a section title may refer to a similarly titled section. This Section does not apply to the DPA. Neither the SLA nor any Service Credits apply to this PSA or to any Professional Services. Other replacement terms are set forth herein.

3. Provision of professional services. HR for Health will provide the Professional Services specified in each Order Form. All changes to an Order Form, including any changes to the Professional Services Fees, will be described in a mutually agreed document signed by the parties (a “Change Order”).

4. The professional services do not constitute legal or other advice. HR FOR HEALTH IS NOT A LAW FIRM. CLIENT ACKNOWLEDGES AND AGREES THAT THE PROFESSIONAL SERVICES PROVIDED HEREUNDER AND ANY RELATED DELIVERABLES (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL INFORMATION, ADVICE, MATERIALS, FORMS, HANDBOOKS, AND ON-DEMAND SUPPORT) ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY CLIENT AS EITHER LEGAL, FINANCIAL, INSURANCE OR TAX ADVICE. TO THE EXTENT CLIENT REQUIRES ANY SUCH ADVICE, CLIENT REPRESENTS THAT IT WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING OR OTHER PROFESSIONALS. CLIENT SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE CLIENT OPERATES AND HAS EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE.

5. Invoices & payment. The Section of the MSA titled “Fees & Payment” applies to this PSA.

6. Client obligations. Client has sole responsibility for (a) obtaining and verifying it has all authorizations, consents, and rights necessary for HR for Health and its subcontractors to Process Personal Data as reasonably required to perform HR for Health’s obligations hereunder; (b) the accuracy, quality, and legality of all Professional Services Data provided or made available to HR for Health to use in performing its obligations hereunder; and (c) ensuring compliance with this PSA by its Affiliates, Authorized Parties, and subcontractors, where any breach of this PSA by any of the foregoing will be deemed to be a breach by Client. Client will not use any HR for Health Property in violation of Laws.

7. Proprietary rights. The MSA Section titled “Proprietary Rights” applies to this PSA except that:

7.1 the second sentence of the Section titled “Proprietary Rights” is hereby amended in its entirety and replaced with the following provisions: “As between Client, HR for Health, and HR for Health’s licensors, HR for Health or its licensors own all right, title, and interest to the HR for Health Property. HR for Health grants Client a royalty-free, non-exclusive, non-sublicensable, and non-transferable (except as permitted by the section of the MSA titled “Assignment”) license to use the HR for Health Property incorporated into any Deliverable and Custom Integration (collectively, “Incorporated HR for Health IP”) solely for the internal business purposes of Client and its Affiliates in connection with their authorized use of the Service during the Term as set forth in the MSA (the “License”)”; and

7.2 excluding the express rights granted in the License, with respect to any HR for Health Property, Client will not engage, directly or indirectly, in any of the activities prohibited in the subsection of the MSA titled “ Usage Restrictions.”

8. Warranties & disclaimer. This Section replaces Section 8.1 of the MSA. Each party warrants that it has the authority to enter into this PSA and, in connection with its performance of this PSA, will comply with all Laws. HR for Health warrants that: (a) it will perform the Professional Services with reasonable skill and care, and (b) the professional staff it assigns to perform Professional Services will be competent and properly qualified (the “Professional Services Warranty”). If HR for Health breaches the Professional Services Warranty, HR for Health will correct deficiencies at no additional charge to Client, provided Client gives HR for Health written notice of any deficiencies within thirty (30) days of delivery by HR for Health. If HR for Health is unable to correct the deficiencies after good faith efforts and at a commercially reasonable cost, HR for Health will refund Client prorated amounts paid for the defective portion. In addition, HR for Health does not warrant that any of the Professional Services or Deliverables provided will be error free or uninterrupted. Client’s exclusive remedy and HR for Health’s sole liability for breach of the Professional Services Warranty are described in this Section. Section 8.2 of the MSA applies to this PSA, subject to Section 2 (Interpretation).

9. Use of subcontractors. In the course of providing the Professional Services, HR for Health is permitted to subcontract to any HR for Health Affiliate(s) and/or third parties (“Subcontractors”). HR for Health will be responsible for the acts and omissions of any Subcontractor in connection with its performance hereunder to the same extent as if the acts and omissions were performed by HR for Health. Client agrees that HR for Health is permitted to provide any information to the applicable Subcontractors that is necessary to provide and administer the Professional Services. The terms of the DPA apply to Subcontractors to the extent they process Personal Data. Such Subcontractors are referred to in the DPA as “Subprocessors.”

10. Protection and security of professional services Data. For purposes of this PSA, the section of the MSA titled “Protection and Security of Client Data” applies to Professional Services Data processed by HR for Health in providing Professional Services. The relevant terms of the DPA apply to this PSA.

11. Indemnification

11.1 The provisions of the MSA specifying HR for Health’s indemnification obligations apply to this PSA as follows: (a) “Deliverable” replaces “Service;” (b) without limiting the exclusions to indemnification set forth in the MSA, HR for Health will not be required to indemnify to the extent the Claim arising from information or requirements furnished by Client; and (c) Client’s remedy for HR for Health’s infringement is that if Client is prevented from using a Deliverable, or HR for Health reasonably believes it will be prevented, HR for Health may, at its sole option and sole liability, and as Client’s sole remedy, (i) obtain for Client the right to continue to use the Deliverable; (ii) replace or modify the Deliverable so that it is no longer infringing; or (iii) if neither of the foregoing options is reasonably available to HR for Health, it will refund any fees paid by Client for such Deliverable, and either party may terminate the applicable portion of the Order Form or this PSA.

11.2 Any obligations of Client to indemnify HR for Health under the MSA apply to this PSA, including with respect to any third party Claim alleging that HR for Health’s use as, reasonably required to perform the Professional Services, of any Professional Services Data or other data or material provided to HR for Health by Client, its Affiliates, or its Authorized Parties infringes or misappropriates such third-party’s Intellectual Property Rights.

11.3 The terms and conditions of the MSA to obtain indemnification apply to this PSA.

12. Limitation of liability and damages. For purposes of this PSA, the section of the MSA titled “Limitation of Liability” shall apply subject to Section 2 (Interpretation).

13. Term. For purposes of this PSA, the section of the MSA titled “Term” shall apply subject to Section 2 (Interpretation).

14. Termination. For purposes of this PSA, this section replaces the section of the MSA titled “Termination.”

14.1 An Order Form may contain both Professional Services and Services for use of HR for Health’s software-as-a-service applications. Unless agreed by the parties in an Order Form, Client may terminate this PSA or any portion of an Order Form for Professional Services at any time by giving HR for Health thirty (30) days prior written notice of termination. Either party may terminate this PSA or any portion of an Order Form for Professional Services for cause upon 30 days’ prior written notice to the other party for a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (b) to the extent permitted by Law, immediately for the reasons a party may immediately terminate the MSA. If: (i) Client repeatedly fails to timely perform its obligations under this PSA or such Order Form, or (ii) the information provided by Client to HR for Health is materially inaccurate or incomplete, HR for Health may, in good faith, determine that Client’s breach is material and not capable of cure. In addition, this PSA will terminate automatically upon termination of the MSA. Termination of this PSA automatically terminates all portions of Order Forms for Professional Services hereunder, unless expressly agreed by the parties in writing. For the avoidance of doubt, termination of any Professional Services under an Order Form does not terminate any Services (that are not Professional Services) under such Order Form.

14.2 Upon termination of this PSA or any portions of Order Forms for Professional Services, HR for Health will immediately cease performance of all Professional Services under the terminated document(s) and Client will pay HR for Health within thirty (30) days of the effective date of termination for all Professional Services performed by HR for Health up to the effective date of termination. All provisions of this PSA survive any termination or expiration of the MSA and/or this PSA, except for HR for Health’s obligations to provide Professional Services. If Client terminates a fixed fee Order Form, the unpaid fees for all Professional Services performed up to the date of termination that are not directly covered by any prior invoice or payment will be invoiced on a time and materials basis and no refunds will be provided.

14.3 Notwithstanding any other provision herein to the contrary, no termination or breach of this PSA or any Order Form hereunder by either party for any reason will terminate or give either party the right to terminate the MSA or any portion of an Order Form for non-Professional Services thereto, or the right to seek or collect damages thereunder.

15. Retrieval professional services data. Any Professional Services Data will be included in Client Data and will be subject to the section of the MSA titled “Retrieval of Client Data.”

16. General provisions. The Section of the MSA titled “General Provisions” applies to this PSA subject to Section 2 (Interpretation)

17. Definitions.

“Custom Integration” means any integration or interface between any third party application or service provider and the Service that are developed by (a) Client or a third party acting on Client’s behalf pursuant to a separate third party agreement (“Client-provided Custom Integration”), or (2) HR for Health pursuant to an Order Form (a “HR for Health-developed Custom Integration”). Custom Integrations are deployed, maintained, and supported by Client and are not part of the Service.

“Deliverables” means the training, specifications, configurations, implementation, data conversions, workflow, integrations, performance capabilities, and any other activity or document to be provided to Client by HR for Health under an Order Form.

“MSA” means the agreement so named or the primary subscription agreement between Client and HR for Health or a HR for Health Affiliate.

“Professional Services” means the professional services and any Deliverables to be provided by HR for Health as specified in an Order Form, including any custom integrations, on-demand HR support, or advisor support.

“Professional Services Data” means electronic data or information that is provided to HR for Health hereunder for the purpose of being input into a Service, or any other Client Data accessed within or extracted from a Service to perform the Professional Services.

“Professional Services Fees” means the amounts to be paid for the Professional Services as set forth in the applicable Order Form.

“Order Form” means the portions of the ordering documents under which Client receives Professional Services.

“DPA” means Data Processing Addendum located at https://hrfh.hrforhealth.com/data-processing-addendum which may be updated by HR for Health from time to time to comply with applicable Data Protection Laws applicable to HR for Health as a Data Processor. No update will materially decrease HR for Health’s Data Processor obligations under the DPA.

“HR for Health Property” means the Deliverables and HR for Health-developed Custom Integrations (excluding Client Confidential Information contained therein), handbooks, policies, forms, recommendations, ideas, techniques, know-how, methodologies, designs, programs (including custom-developed programs), computer algorithms, technical information, development tools, processes, integrations, enhancements, training, specifications, configurations, implementation, data conversions, workflows, performance capabilities, domain names, and all other documents, information, and material developed at any time by HR for Health and co-developed by the parties hereunder, including all Intellectual Property Rights therein.

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