BACKGROUND 

Client desires to engage STATLINX to provide certain call center related services and STATLINX desires to provide such services under the terms of this Agreement. 

Section 1 

TERM AND TERMINATION 

1.1 Term. The term of this Agreement shall commence on the date of this Agreement and shall continue for a period of one (1) years, thereafter unless otherwise terminated in accordance with this Section 2 (“Initial Term”).  Thereafter, the term of this Agreement will extend automatically for additional one (1) year periods, unless one Party provides the other Party with written notice, at least sixty (60) days prior to the end of the then-current term, of that Party’s desire not to extend the term, in which case this Agreement will expire at the end of the then-current term.  The Initial Term together with any renewal periods shall be referred to herein as the “Term”.  
 

1.2 Termination. This Agreement and any SOW may be terminated by either Party for any reason or no reason at all upon sixty (60) days’ prior, written notice to the other Party.  If terminated by Client, Client agrees to continue to utilize STATLINX services, and STATLINX agrees to provide such services, at the then current volume levels pursuant to this Agreement and any outstanding SOWs during the notice period. 

1.3 Termination Due to Non-Payment. If any payment due from Client to STATLINX under this Agreement or any SOW is unpaid for more than thirty (30) days after its due date, then, in addition to any other remedies available pursuant to this Agreement, including charging the Termination Payment (defined below), STATLINX shall have the right to terminate this Agreement or any SOW immediately upon written notice to Client. If services are to be restored, a reinstatement fee or a deposit may be required.  

1.4 Termination Due to an event of Default.  Either Party may terminate this Agreement or related SOW, in whole or in part, due to an event of default by the other Party.  An event of default shall include (i) fraud or any fraudulent practice by a Party with respect to the Agreement, (ii) a representation or warranty made by a Party in the Agreement or in any certificate, statement or document required under the Agreement, which proves to be false or misleading in a material respect as of the date it was made; (iii) any material breach of the Agreement by a Party, provided that the non-breaching Party has given notice of such breach to the breaching Party and the breaching Party has failed to cure such breach within thirty (30) days after notice of breach is given, (iv) dissolution of a Party, or (v) if a Party becomes insolvent, voluntarily files a petition for relief under bankruptcy or any similar or other insolvency laws (or has a petition filed against it and the same remains un-discharged or un-stayed for sixty (60) days) or voluntarily or involuntarily enters receivership or any similar or other insolvency proceeding.  STATLINX reserves the right to charge a Termination Payment pursuant to an event of default by Client.   

1.5 Effect of Termination. If this Agreement or any SOW is terminated for any reason, Client shall remain liable to STATLINX for any and all amounts due to STATLINX for any and all services provided by STATLINX through the effective date of termination. In addition, the Parties acknowledge that in the event of Client’s termination of this Agreement or any SOW pursuant to Section 2.2 or STATLINX’s termination of this Agreement or any SOW pursuant to Sections  2.3 or 2.4, STATLINX would incur significant damages associated with adjusting staffing levels and hours that are difficult or impossible to quantify. Therefore, in addition to all other rights and remedies available to STATLINX, in the event of Client’s termination of this Agreement or any SOW pursuant to Section 2.2 or STATLINX’s termination of this Agreement or any SOW pursuant to Sections 2.3 or 2.4, Client shall pay to STATLINX, as liquidated damages, an amount equal to [90] days’ of fees that would otherwise be owed to STATLINX by Client under this Agreement or the applicable SOWs calculated based upon then current volume levels at the time of notice of termination (the “Termination Payment”). The Termination Payment would be in addition to, and not in lieu of, any and all other amounts and damages to which STATLINX would be entitled in connection with Client’s breach or termination of this Agreement or any SOW.   This Section 2.5 shall survive the termination or expiration of this Agreement. 

Section 2 
FEES, EXPENSES, AND PAYMENT 

2.2 Reimbursement.  Client shall reimburse STATLINX for all reasonable, pre-approved costs incurred and reasonable expenditures made on Client’s behalf in relation to providing the services.   

2.3 Fee Schedule. To the extent that an applicable SOW or Proposal contains any minimum call volume, Client shall be liable to STATLINX for the full amount of such minimum call volume, irrespective of whether or not actual call volume exceeds such minimum.  

STATLINX may modify its fees annually upon sixty (60) days prior, written notice to Client, in which case, any such modified Fee Schedule will be deemed to automatically replace the then current Fee Schedule or the Fee Schedule attached to an applicable SOW or Proposal, as applicable. 

2.4 Late Payment. To the extent that any invoice, or portion thereof, is not paid within twenty-eight (28) days after the due date for such payment, any and all outstanding amounts shall be subject to a late fee of three (3%) percent. In addition, any and all amounts not timely paid hereunder may be subject to interest accruing at the rate of ten (10%) percent per annum.  

Section 3 

RESPONSIBILITIES OF STATLINX FOR TAXES AND OTHER MATTERS 

3.1 Taxes. As an independent contractor, STATLINX shall pay and report all federal and state income tax withholding, social security taxes, and unemployment insurance applicable to STATLINX. STATLINX shall not be entitled to participate in health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) to which employees of Client may be entitled.  

Section 4 

RIGHTS IN WORK PRODUCT 

4.1 Ownership of Work Product. All Work Product (defined below) produced by STATLINX as part of the services will be considered work(s) made for hire by STATLINX and will belong exclusively to Client. If by operation of law any of the Work Product, including related intellectual property rights, is not owned in its entirety by Client automatically upon creation thereof, then STATLINX shall assign, and hereby assigns, to Client the ownership of such Work Product, including all related intellectual property rights.  
 

4.2 Work Product Defined. As used herein, the term “Work Product” means any programming, documentation, data compilations, reports, and any other media, materials, or other objects produced as a result of STATLINX's work or delivered by STATLINX in the course of performing the services hereunder.  Work Product shall exclude any and all existing intellectual property rights of STATLINX and any intellectual property created by STATLINX independent of the services provided hereunder. All of STATLINX’s intellectual property rights are the sole and exclusive property of STATLINX.  Client shall not acquire any ownership interest in any such rights by virtue of this Agreement.  STATLINX will not disclose to Client, nor make use in the performance of any Work Product, any trade secrets or other proprietary information of any third party, unless STATLINX may do so without STATLINX or Client incurring any obligation (past or future) to such third party for such work or any future application thereof.  

This Section 4 shall survive the expiration or termination of this Agreement. 
 

Section 5 

REPRESENTATIONS AND WARRANTIES; ASSURANCES 
 

5.1 Representations and Warranties. STATLINX represents and warrants to Client that (i) it is duly qualified and registered to do business; (ii) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; and (iii) the execution and delivery of this Agreement will not violate or conflict with any other agreement to which it is a party. Client represents and warrants to STATLINX that (i) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (ii) the execution and delivery of this Agreement and its performance by Client will not violate or conflict with any other agreement to which it is a party or violate any law, rule or regulation; and (iii) STATLINX’s access to and/or use of any Client intellectual property and/or confidential or proprietary information in accordance with this Agreement does not and will not infringe upon or violate the rights of any third party. 

5.2 Confidential Information. Except to the extent that the Parties have entered into a separate BAA or confidentiality agreement governing the use and disclosure of confidential information by and between the Parties, Client shall not disclose to STATLINX any confidential or proprietary information of any kind, whether of Client or of Client’s patients, employees, agents, or other third parties. To the extent that the Parties have entered into a BAA or confidentiality agreement governing the use and disclosure of confidential information by and between the Parties, Client shall only cause STATLINX to come into possession of confidential information to the extent necessary for STATLINX to carry out the services under this Agreement and any applicable SOWs. 

5.3 No Recruiting. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not directly or indirectly solicit, recruit, or employ any employee or subcontractor of STATLINX without STATLINX’s prior, written consent. This Section 6.3 shall survive the expiration or termination of this Agreement. 

Section 6 

INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES 
 

6.1 Indemnification. Client shall defend, indemnify and hold harmless STATLINX and its members, managers, employees, contractors, agents, successors, and assigns from and against all claims, liability, losses, damages and expenses (including reasonable attorneys' fees and court costs) arising from or in connection with (i) the breach of this Agreement or any SOW by Client, or (ii) the negligence or willful misconduct of Client or anyone acting by, through, or under Client. STATLINX shall defend, indemnify and hold harmless Client and its officers, directors, shareholders, members, managers, employees, contractors, agents, successors, and assigns from and against all claims, liability, losses, damages and expenses (including reasonable attorneys' fees and court costs) arising from or in connection with (i) the breach of this Agreement or any SOW by STATLINX, or (ii) the negligence or willful misconduct of STATLINX or anyone acting by, through, or under STATLINX.  

6.2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE SOW, ALL CONDITIONS, WARRANTIES, TERMS, AND UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.   

6.3 Limitation of Liability. IN NO EVENT WILL STATLINX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT, WHETHER OR NOT STATLINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY, OR DAMAGES.  STATLINX’S LIABILITY FOR ANY DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID TO STATLINX BY CLIENT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO LIABILITY. 

This Section 6 shall survive the expiration or termination of this Agreement. 
 

Section 7 

MISCELLANEOUS 
 

7.1 Force Majeure. STATLINX shall not be liable to Client for any failure or delay caused by events beyond STATLINX’s reasonable control, including, without limitation, Client’s failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, pandemic related events or technical failures, and any other events beyond STATLINX’s reasonable control of a similar or dissimilar nature.  
 

7.2 Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Connecticut as they apply to a contract entered into and performed in that State, without giving effect to its conflict of laws principles. All disputes regarding this Agreement must be brought in the state or Federal courts with jurisdiction in Connecticut.  
 
7.3 Independent Contractors. The Parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the Parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either STATLINX or any employee or agent of STATLINX.  
 

7.4 Notices. All notices required or permitted hereunder shall be in writing addressed to the respective Parties as set in the first paragraph of this Agreement, unless another address shall have been designated in accordance with this Section. All notices shall be delivered by hand, by reputable, national overnight carrier (such as FedEx or UPS), or by registered or certified mail, postage prepaid. Any notice send by hand delivery shall be delivered upon receipt,  overnight delivery shall be deemed delivered on the next business day, and any notice delivered via registered or certified mail shall be deemed delivered three (3) business days after when mailed. Any notice to STATLINX shall also be sent with a copy (which shall not constitute notice) to: Partridge Snow & Hahn LLP, 40 Westminster Street, Suite 1100, Providence, RI 02903, Attention: Jay R. Peabody, Esq. 
 

7.5 Entire Agreement. This Agreement, any SOWs, and any BAA and/or confidentiality agreement entered into by the Parties constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the Party sought to be bound.  

7.6 Assignment. Neither Party may assign this Agreement or any SOW without the prior, written consent of the other Party; provided, however, that STATLINX may assign this Agreement and any SOWs without Client’s consent in connection with a sale of all or substantially all of STATLINX’s assets or a change in control of STATLINX. 

7.7 Waiver.  The failure of either Party to object to or to take affirmative action with respect to any conduct of the other which is in violation of this Agreement or any SOW shall not be construed as a waiver or a violation or breach or any future violation or breach of wrongful conduct of this Agreement or any SOW. 

7.8 Headings.  All descriptive headings used in this Agreement or any SOW are for convenience of reference only and are not to be used in interpreting the obligations of the parties under this Agreement or any SOW. 

7.9 Severability.  The invalidity or unenforceability of any provision of this Agreement or any SOW, or any terms thereof, will not affect the validity of this Agreement or any SOW as a whole. 

7.10 Counterparts.  This Agreement and any SOW may be executed in any number of counterparts, each of which will be deemed an original and all of which taken together will constitute one signed agreement between the parties.  Signatures may be transmitted by facsimile or electronic mail in PDF or another similar format and will be deemed original.