Scribe Lite Terms and Conditions

(a) “Agreement” means this Agreement including all the Schedules attached hereto;

(b) “Scribe Products” means the technology and services described and defined in Exhibit A, and shall include any Enhancements which Scribe has announced or may announce or that are released to any of Scribe’s customers during the term of this Agreement;

(d) “Documentation” means the standard materials which Scribe has published or may publish, during the term of this Agreement, for an end user’s use with the Scribe Products, including any user manuals or technical manuals for the Scribe Product;

(e) “Effective Date” means the date upon which this Agreement is executed by the last party to sign;

(f) “Enhancements” means all improvements, changes, revisions, modifications, replacements and updates relating to the Scribe Products and Documentation.

Scribe hereby designates and appoints PARTNER as its nonexclusive reseller of the Scribe Products to promote and solicit orders for the Scribe Products or any components thereof for the term of this Agreement from PARTNER’s customers. Scribe may designate and appoint other resellers of the Scribe Products as it deems advisable in its sole discretion.

This Agreement shall commence on the Effective Date and it shall terminate one (1) year from the Effective Date, unless terminated earlier by the parties pursuant to the terms and conditions contained herein. Thereafter it shall automatically renew for one (1) year terms unless either party notifies the other of its intent not to renew at least thirty (30) days prior to the end of the then-current term.

Termination. This Agreement may be terminated by PARTNER by giving Scribe written notice of termination at least thirty (30) days prior to the effective date of termination. Either party shall have the right to terminate this Agreement, by giving written notice of termination to the other party, for any material breach or failure of performance by such other party, if within thirty (30) days after the giving of written notice to such other party of such failure of performance, such other party, has not cured such failure.

(a) PARTNER shall use commercially reasonable efforts, as determined by PARTNER in its sole discretion, to market and promote the sale of the Scribe Products to its Customers;

(b) PARTNER shall perform the services hereunder in a professional manner and by qualified personnel. PARTNER’s employees assigned to perform any services hereunder shall have the proper skill, training, background, and knowledge of the Scribe Products so as to enable them to perform in a competent and professional manner;

(c) PARTNER and its employees shall not have any authority to and shall not make any representation or warranty on behalf of Scribe other than the representations and warranties set forth in this Agreement, the representations and warranties in Exhibit A or Scribe’s web site;

(d) PARTNER shall make itself familiar with the Scribe Products and shall have employees proficient in the Scribe Products to act as a basic marketing resource for the Customers. Any technical questions or non-basic issues shall be referred to Scribe in writing and will serve as written approval to directly contact PARTNER ’s customer(s); and

(e) PARTNER shall provide all billing and collection functions for the fees charged to the Customers for the Scribe Products at its sole cost and expense.

(a) Scribe shall inform and instruct PARTNER as to the Scribe Products, and provide guidance in carrying out PARTNER’s responsibilities under this Agreement;

(b) Scribe shall supply, in written or electronic format, to PARTNER the necessary Scribe Products, Documentation, technical setup and support and customer service to its Customers: price lists, marketing materials, brochures and other publications required for the proper promotion and handling of PARTNER's sales of the Scribe Products to the Customers and to provide updated copies of such materials as they become available. All such products, documentation and materials remain the property of Scribe;

(d)

Pursuant to Exhibit A, Scribe will provide products and services ordered by PARTNER and its customers pursuant to this Agreement. Scribe will host, maintain, support and deliver its offerings from a secure co-location facility. As required by PARTNER , Scribe will provide technical support and training to ensure proper operation and meet service level requirements pursuant to the Sublicense Agreement.

(f)

Scribe and PARTNER shall perform the services here under in a professional manner and by qualified personnel. Scribe and PARTNER employees assigned to perform any services here under shall have the proper skill, training, background and knowledge so as to enable them to perform in a competent and professional manner.

5.1 Display License. Scribe hereby grants and PARTNER hereby accepts a nonexclusive right and license to display the Scribe Products and Documentation to potential Customers in connection with the efforts of PARTNER to promote and market the sale of Scribe Products under the terms of this Agreement and to use and make a reasonable number of copies of the Scribe Products and Documentation as reasonably required in connection with such promotion and marketing.

5.2 Promotional Materials License. Scribe hereby grants and PARTNER hereby accepts a nonexclusive, royalty free right and license within the United States during the term of this Agreement to reproduce or copy, distribute and make available sales promotional literature, including but not limited to brochures, pamphlets, product outlines and product summaries for the Scribe Products which PARTNER deems reasonably necessary to fulfill its promotional and marketing obligations under this Agreement.

5.3 General License Provisions. All licenses granted in this Section 5 shall be further subject to the following restrictions:

(a) Scribe Products, Documentation, promotional and related materials, and any copies thereof, shall in all cases remain the property of Scribe.

(b)	Except as otherwise provided or permitted herein, PARTNER shall not make or permit its agents or employees to make any copies of the Scribe Products, or Documentation, or other promotional literature.

(e)	PARTNER shall insure that its customers agree to the licensing provisions herein. PARTNER must provide Scribe with appropriate documentation on request that its customers have agreed to license terms.

(a) Both Scribe and PARTNER will throughout the term of this Agreement make available to the other party Proprietary Information. All material and information provided by one party to the other party relating to the business, policies, procedures, customs and forms of providing party or any of its affiliates, as well as information previously divulged or delivered regarding the aforementioned subject matter, is hereby designated as Proprietary Information. It is understood that the obligations set forth above in this Section 5.4 do not apply to materials or information that: (i) are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; (ii) subsequent to disclosure here under are lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; (iii) are generally furnished to others by the disclosing party without restriction on disclosure; (iv) were already known by the receiving party prior to receiving them from the disclosing party and were not received from a third party in breach of that third party’s obligations of confidentiality; or (v) are independently developed by the receiving party without the use of Proprietary Information of the disclosing party.

(b) The receiving party shall maintain the confidentiality of the disclosing party’s Proprietary Information and will not disclose such Proprietary Information except to its employees or contractors with a need to know or use it except as permitted with this Agreement without the prior written consent of the disclosing party. The provisions of this Section 5.4 shall survive the termination of this Agreement.

(c) Notwithstanding any contrary provision of this Agreement, as long as the receiving party protects Proprietary Information of the disclosing party, neither the exposure to the disclosing party’s Proprietary Information nor its ownership of work product shall prevent the receiving party from using ideas, concepts, expressions, know-how, skills and experience possessed by receiving party prior to its association with the disclosing party or developed by the receiving party during its association with the disclosing party, without the use of the disclosing party’s Proprietary Information.

(d) Neither party’s obligations described in this Section 5.4 will prevent or prohibit the parties from providing access to Proprietary Information upon request of a state or federal regulatory agency or authority as may be required by law or judicial or administrative process. Notwithstanding the foregoing, in the event of any requested access to Proprietary Information by a regulatory authority, the party from whom the Proprietary Information is requested will provide written notice to the other party in a timely fashion to allow the other party the opportunity to contest the release of its Proprietary Information to such regulatory authority.

6.1 Pricing Freedom. PARTNER shall bill their customers directly. PARTNER will remain entirely free to determine customer pricing in its own discretion as long as the PARTNER remits the minimum net payment required by Scribe for products and services rendered.

7.1 Expenses. Unless otherwise agreed to by the parties in writing, each party shall be responsible for all costs and expenses incurred in the performance of its services pursuant to this Agreement.

8.1 Rights of Scribe. PARTNER recognizes the exclusive right of Scribe in and to all of the trademarks applied to the Scribe Products and to any and all of Scribe’s copyrights in the Scribe Products and/or Documentation used in connection therewith.

8.2 Use by PARTNER . Scribe grants to PARTNER the right to display Scribe’s name, product names and trademarks and trade names (which are properly noticed) in PARTNER’s marketing materials, press releases, Web site, and other marketing collateral. PARTNER agrees that it shall not use, make reference to or otherwise designate Scribe’s trademarks or trade names except as they may be used for the benefit of Scribe in the promotion of the Scribe Products and Documentation and then only when the appropriate trademark notice is utilized. Scribe reserves the right to inspect and approve any advertising, promotion, or publicity in which its trade names or trademarks are used, or which is otherwise undertaken pursuant to this Agreement.

8.3 Notice. Whenever PARTNER employs any trademark of Scribe to be mentioned in any form or printed material, PARTNER shall place an asterisk immediately after and slightly above the first use of the trademark referring to a footnote reading “Trademark of S.I. Acquisition Holding, Inc. ”

8.4 NonInfringement. Scribe at its own expense will indemnify PARTNER against, and defend any action brought against PARTNER to the extent that it is based on a claim that any Scribe Product and related Documentation within the scope of this Agreement infringes any patents, copyrights, licenses or other proprietary rights, provided that Scribe is reasonably notified in writing of such claim. Scribe shall have the right to control the defense of all such claims, lawsuits and other proceedings provided that Scribe shall not enter into any non-monetary settlement of such a claim without PARTNER’s prior written consent. In no event shall PARTNER settle any such claim, lawsuit or proceeding without Scribe’s prior written approval. The foregoing states the entire liability of Scribe with respect to infringement of any copyrights or patents by the Scribe Products or any parts thereof.

Scribe shall own its technology and documentation as set forth in Section 8.1 above. Any software interfaces, etc. developed by PARTNER shall be owned by PARTNER. All content provided by Customers and any transcriptions and translations thereof, shall be owned by Customer. As between Scribe and PARTNER , PARTNER shall own all Customer data. PARTNER hereby grants Scribe an exclusive permanent license to use the Customer Data for its own purposes, to improve Scribe’s product and service offerings so long as such usage is in full compliance with the requirements of HIPAA. However, Scribe shall not make use of any Protected Health Information for any reason or purpose.

(a) Warranty of Title. Scribe warrants that it has full title to and ownership of the Scribe Products. Scribe further warrants that it has full power and authority to grant the licenses granted by this Agreement to PARTNER and that the licenses to and use by PARTNER and Customers of the Scribe Products will in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other proprietary right of any third party.

(b) Scribe Products Warranty. Scribe warrants that: (i) work performed to complete any Product and Services Schedules will be performed by qualified personnel and (ii) Scribe will use commercially reasonable efforts to complete the project within the time specified.

(c) HIPAA Compliance. Scribe warrants that the Scribe Products comply, and will continue to comply with all applicable law and regulations concerning security and privacy including, but not limited to, the Health Insurance Portability and Accountability Action of 1996 and regulations promulgated thereunder. Scribe further agrees to abide by the attached Business Associate Addendum (Exhibit C), hereby made a part of this Agreement.

10.2 Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, IN2SCRIBE MAKES NO WARRANTIES WITH RESPECT TO THE IN2SCRIBE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Scribe does not warrant that the Scribe Products will meet Customer requirements or that the operation of the Scribe Products will be uninterrupted or errorfree.

10.3 Indemnity. Each party will defend and indemnify the other party from and against any and all damage, cost, liability and expense (including reasonable attorney’s fees) in and as a result of a claim by a Customer that relates to a failure by the indemnifying party to fulfill its responsibilities here under or a breach of such party’s representations or warranties here under.

10.4 Limitation. In no event shall either party be liable for lost profits, or other incidental or consequential damages arising out of the use or performance of the Scribe Products and Documentation or otherwise in connection with this Agreement, even if it has been advised of the possibility of such damages.

11.1 Other Rights. Except as otherwise provided herein, termination of this Agreement shall terminate all further rights and obligations of Scribe and PARTNER here under provided that:

(a) If such termination is based on a breach by a party hereto, the other party shall be entitled to pursue any and all rights it has to redress such breach in law or equity;

(b) The confidentiality provisions and the indemnities set forth in this Agreement shall survive the termination of this Agreement;

(c) The terms and conditions set forth in Article 9 - Ownership of Data shall survive the termination of this Agreement; and

(d) Scribe shall honor and continue to supply the Scribe Products in accordance with the terms hereof for all Customers who have purchased such products and services through the end of the term of Customer’s agreement with PARTNER for such products and services. PARTNER shall have the right to exercise the rights granted under this Agreement after termination to the extent necessary to fulfill such existing Customer contracts.

11.2 Return of Confidential Information. Except to the extent needed pursuant to Section 11.2(d), upon termination each party will return or destroy all of the other party’s Proprietary Information in its possession or control and will certify that it has done so.

12.1 Independent Contractor. The relationship between Scribe and PARTNER established by this Agreement is that of independent contractors and Scribe and PARTNER shall each conduct its respective business at its own initiative, responsibility and expense, and shall have no authority to incur any obligations on behalf of the other, except as otherwise provided herein.

12.2 Notices. All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail (return receipt requested). All notices shall be addressed to the parties at the respective addresses indicated above.

12.3 Assignment. Neither this Agreement nor any rights granted here under, without the prior written consent of the other party, may be sold, leased, assigned or otherwise transferred, in whole or in part by either party by operation of law or otherwise, and any such attempted assignment shall be void and of no effect without the advance written consent of the other party, such consent not to be unreasonably withheld or delayed; provided, however, that such consent shall not be required if either party assigns this Agreement to a wholly owned affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets or stock, unless the surviving entity is a competitor of PARTNER or Scribe as determined by PARTNER or Scribe (as the case may be) in such party’s reasonable judgment.

Non-Solicitation of Employees: During the term of this Agreement and for a period of twelve (12) months after PARTNER ceases to use Scribe’s systems or services, both parties agree to not solicit, hire or engage any person who during the term is or has been an employee or contractor of the other party, without prior written consent of the other party.

.	Entire Agreement. This Agreement contains the entire agreement between the parties and it supersedes all previous agreements and proposals, oral or written, and all negotiations, conversations or discussions between the parties related to this Agreement.

Whereas, Scribe Healthcare Technologies, Inc., as a business associate of PARTNER , as defined under 45 C.F.R. §160.103, will come in contact with Protected Health Information of PARTNER ’s Client, which is a covered entity as defined under 45 C.F.R. §160.103 of the Privacy Rule, in its performance of services for PARTNER ; and the parties are committed to complying with the HIPAA Privacy Rule. Therefore, the parties agree as follows:

1.4	“Individual” shall have the same meaning as the term “Individual” in 45 C.F.R. §164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502 (g).

1.6	“Protected Health Information” (PHI) shall have the same meaning as the term “Protected Health Information” in 45 C.F.R. §164.501, limited to the information received by Business Associate from, or on behalf of, Covered Entity.

2.1	Not to Use or Disclose PHI Unless Permitted. Business Associate agrees not to use, or further disclose, PHI other than as permitted or required by this Addendum or as required or allowed by law.

2.2	Use Safeguards. Business Associate agrees to use reasonable safeguards to prevent use or disclosure of PHI other than as allowed by this Addendum or as otherwise required or allowed by law.

2.4

Compliance of Agents. Business Associate agrees to require any agents, including subcontractors, to agree to the same restrictions and conditions that apply to Business Associate through this Addendum, provided that such agents perform a service that the Business Associate agreed to perform for, or on behalf of, the Covered Entity and to whom the Business Associate provided PHI.

2.5

Access. In the event the Business Associate maintains the Designated Record Set, as defined in 45 C.F.R. §164.501, Business Associate agrees to provide access to PHI in the Designated Record Set, during normal business hours, provided the Covered Entity delivers prior written notice to the Business Associate, at least five business days in advance, requesting such access but only to the extent required by 45 C.F.R. §164.524.

2.6	Amendments. In the event the Business Associate maintains the Designated Record Set, as defined in 45 C.F.R. §164.501, Business Associate agrees to incorporate any amendment(s) to PHI in the Designated Record Set that the Covered Entity directs, pursuant to 45 C.F.R. §164.526.

2.7

Disclosure of Practices, Books and Records. Unless otherwise protected or prohibited from discovery or disclosure by law, Business Associate agrees to make internal practices, books, and records available to the Covered Entity or to the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule but only to the extent such access is related to the use and disclosure of PHI received from the Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall have a reasonable time within which to comply with such requests and, in no case shall access be required in less than five business days after the Business Associate’s receipt of such request.

2.8.

Accounting. Business Associate agrees to maintain sufficient documentation to allow it to provide to Covered Entity a list of any disclosures of Protected Health Information by the Business Associate or its agents so as to allow the Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. §164.528.

2.9

Release of Documentation of Disclosure. Business Associate agrees to provide to Covered Entity information collected in accordance with Section 2.8 of this Agreement, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. §164.528. Business Associate shall have a reasonable time within which to comply with such requests, and in no case shall access be required in less than five business days after the Business Associate’s receipt of such request.

3.1

Use of PHI for Specified Purposes. In accordance with the Agreement, the Business Associate provides the Covered Entity with business services (“Services”) that involve the use and disclosure of PHI. These Services may include, among others, the provision of health care billing services, medical transcription services and/or healthcare consulting services, and other functions necessary to perform these Services. Except as otherwise specified herein, the Business Associate may make any use of PHI necessary to perform Services for Covered Entity and to comply with the provisions of this Addendum. Moreover, the Business Associate may disclose PHI for the purposes authorized by this Addendum: (a) to its employees, subcontractors, and agents, in accordance with paragraphs 3.2 through 3.4 of this Section below; or (b) as otherwise permitted by the terms of this Addendum or by law. All other uses not authorized by this Addendum or by law are prohibited.

3.2	Use of PHI for Business Associate Management and Administration. Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

3.3

Disclosure Required by Law or With Reasonable Assurances. Business Associate may disclose PHI for the proper management and administration of the Business Associate and to carry out its legal responsibilities, provided that disclosures are required by law, or provided that the Business Associate obtains the following reasonable assurances from the person or entity to whom the PHI is disclosed: (a) the PHI will remain confidential; (b) the PHI will be used or further disclosed only as required by law or for the purposes for which it was disclosed; and (c) the person or entity will notify the Business Associate of any instances of which the person or entity is aware in which the confidentiality of the information has been breached.

4.1

Impermissible Requests. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity, except that, Business Associate may use or disclose PHI for data aggregation or management and administrative activities of Business Associate as is otherwise permitted by law or by this Agreement.

4.2	Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation in its notice of privacy practices in accordance with 45 C.F.R. §164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

4.3	Individual’s Permission to Use PHI. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by the Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

4.4	Restrictions on Use of PHI. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

5.1

Term. This Addendum shall be effective during the term of the Agreement between the Business Associate and the Covered Entity and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is not feasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this section.

5.2

Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate of this Addendum, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Addendum, and Business Associate agrees to such immediate termination, if Business Associate has breached a material term of this Addendum and cure is not possible.

5.3

Effect of Termination. Upon termination of the Agreement, the protections of this Addendum will remain in force and Business Associate shall make no further uses and disclosures of PHI except for the proper management and administration of its business or to carry out its legal responsibilities or as required by law.

6.1	Covered Entity Directed Disclosure. Covered Entity agrees that Business Associate shall not be deemed to have breached this Addendum by making any disclosure to any person at the written direction of Covered Entity.

6.3	Amendment. The Business Associate agrees to take such action as is necessary to amend this Addendum from time to time as is necessary, as determined by the Business Associate, for compliance with requirements of HIPAA and the Privacy Rule as determined by the Business Associate.