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Backup Documents 11/12/2024 Item #16F 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 E 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office COA l 3 2� 4. BCC Office Board of County ���� � Commissioners 12/. 2 4. Minutes and Records Clerk of Court's Office + 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing info on. Name of Primary Staff Deidra De La Cruz/Procurement Contact Information 239-252-8407 Contact/Department Agenda Date Item was November 12, 2024 Agenda Item Number 16.E.3 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 24-040-NS Hinge Health,Inc. number if document is Hinge Health, Inc. to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be DD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the DD document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on November 12, 2024, all changes ArCK" N/A is not made during the meeting have been incorporated in the attached document. The an option for County Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. 16E 3 COLLIER COUNTY NON-STANDARD AGREEMENT No. 24-040-NS FOR "Digital Musculoskeletal Health Program" BETWEEN COLLIER COUNTY AND HINGE HEALTH, INC. Effective Date: June 1, 2024 ATTACHED: 1. Hinge Health Master Services Agreement 2. Hinge Health Exhibit A—Statement of Work No. 1 3. Business Associate Agreement 4. Sourcewell Solicitation Number: RFP#012722 Department/Division Risk Management Division 3311 Tamiami Trail East Naples, Florida 34112 Division Point of Contact Sonja Sweet, Manager Phone: 239-252-8966 Sonja.Sweet@colliercountyfl.gov Cq0 1 6 E 3 srceweU 0 Hinge Awarded Contract Health"" HINGE HEALTH, INC. MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is effective as of June 1, 2024 (the "Effective Date") and is being entered into by and between Hinge Health, Inc., a Delaware corporation, with its principal address at 455 Market Street,Suite 700,San Francisco,CA 94105("HINGE HEALTH")and Collier County Government,a Florida corporation, as sponsor of its employee group health plan(s),with its principal address at 3299 Tamiami Trail East, Naples, Florida 34112, United States ("Customer"). Hinge Health and Customer may be referred to individually as a "Party" and collectively as the"Parties." WHEREAS, Hinge Health is a digital health company digitizing care pathways for musculoskeletal health conditions; and WHEREAS, Customer is the plan sponsor of a group health plan offered to its employees and their dependents; and WHEREAS, Hinge Health is a "Supplier" pursuant to that certain contract by and between Sourcewell and Hinge Health, dated as of April 18, 2022, known as Sourcewell Contract#102722-HNG (as amended from time to time, the "Sourcewell Contract"); and WHEREAS, Customer is a "Participating Entity"with Sourcewell; and WHEREAS,Customer wishes to retain the services of Hinge Health to deliver certain digitized care to its group health plan participants and Hinge Health is willing to provide such technology and services in accordance with the provisions of this Agreement and with reference to the Sourcewell Contract. For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: SECTION 1. HINGE HEALTH PROGRAM Hinge Health's mobile application, wearable 1.1 Hinge Health Program. The Hinge Health sensors, tablet computer, ENSO device, and any proprietary program (the "Program") covered by other items or required accessories, if and as this Agreement will be provided to Customer's applicable (the "Products"), and the Participants (as defined below) choosing to enroll in Documentation, at any time; provided, however, such Program as further described in the applicable that any such modification will not materially Statement of Work, attached hereto as Exhibit A to reduce the Program functionality or materially this Master Services Agreement, and related degrade member experience. Hinge Health may Program documentation (the "Documentation"), modify the Fees for the Services in accordance with which may be updated from time to time by Hinge the Sourcewell Contract. Customer offers a group Health. Customer acknowledges that Hinge Health health plan to its employees and their dependents owns and retains all rights, title and interest in the (the "Plan"), and subject to the terms of this Program, including all tangible items provided to Agreement and payment of the fees set forth Customer or its Participants. Notwithstanding any herein, Hinge Health agrees to make the Hinge language to the contrary, Hinge Health may, at its Health platform available for use by eligible sole discretion, modify the Program, the Services, enrolled members of such Plan (the"Participants") Hinge Health—Master Services Agreement Cq0 1 6 E 3 it Hinge Health' during the Term. provide Hinge Health with such information as 1.2 Services. Hinge Health will provide the services (the Hinge Health may reasonably require to supply the "Services") as more fully described in each Services, and ensure that such information is statement of work (each, a "Statement of Work" or accurate in all material respects and that all "SOW") or purchase order (each, an "Order") necessary consents and authorizations(if any)have entered into by the Parties that references this been obtained to permit Hinge Health to access Agreement. and use such information as provided in this Agreement. 1.3 Statements of Work. Each SOW or Order will address: (i)the performance of Services;(ii) that the 2.2 Feedback. Notwithstanding any language to the contrary, suggestions, comments or other Services will be billed through the Plan by invoices or claims, as applicable; (iii)the fees ("Fees"); and feedback provided by Customer (the "Feedback") (iv) any deliverables ("Deliverables"). No SOW or does not include Customer Confidential Order will be effective until signed by authorized Information. representatives from both Parties. SECTION 3. PAYMENT 1.4 Change to the Services. Changes to the Services 3.1 Fees. In consideration for the performance of the requested by Customer, if agreed to by Hinge Services,Customer will timely pay Hinge Health the Health, will be memorialized in a superseding SOW Fees and charges as set forth in such applicable or Order, an amendment or a written change order SOW or Order. that is signed by the authorized representatives of 3.2 Payment. Customer or its designee will pay Hinge the Parties. Health all amounts due under this Agreement 1.5 Right to Use. In consideration and subject to the within thirty(30) days of the date of Hinge Health's terms and conditions of this Agreement (including invoice or claim (as applicable), notwithstanding payment of Fees hereunder) and applicable SOW, any coordination of benefits requirements of the Hinge Health grants to Customer, solely for its applicable plan. Such invoice or claim will provide internal operations, a nonexclusive, non-assignable details regarding Fees and any reimbursable right during the Term to offer the Services to its expenses. Delinquent payments will be subject to Participants pursuant to applicable Hinge Health interest at the rate of one percent(1%) per month. user terms and conditions(the"Participant Terms"). In the event payment to Hinge Health is past due, 1.6 Customer Report. Hinge Health shall provide to Hinge Health shall provide Customer with written Customer a report on the status of its Participants' notice of its past due status and at such time as use of the Services as more fully described in the Customer's account is more than ninety (90) days applicable SOW. Such report(s) shall be for past due, Hinge Health shall have the right to Customer's internal use only. suspend the performance of the Services until such time as Customer's account has been brought SECTION 2. CUSTOMER RESPONSIBILITIES current. Hinge Health will be entitled to 2.1 Customer Cooperation. Customer agrees to reasonable attorneys'fees and costs, in addition to cooperate with Hinge Health to ensure the interest as limited by F.S. Chapter 218, and other successful performance of the Services and will reimbursement and remedies, arising out of Hinge perform the Customer responsibilities set forth in Health's efforts to collect amounts due and owing this Agreement and applicable SOWs or Orders in a to Hinge Health under this Agreement and any timely manner. Customer agrees to provide Hinge SOW or Order. Health, its employees, agents, consultants and 3.3 Taxes. Customer represents and warrants that it is subsidiaries with access to Customer's premises and a tax-exempt entity and is responsible for supplying other facilities and its personnel as reasonably Hinge Health with valid tax-exemption requested by Hinge Health in connection with the certification(s). performance of the SOW or Order. Customer shall 2 Hinge Health—Master Services Agreement Cq0 1 6 E 3 it Hinge Health' � ,� Termination of this Agreement will not SECTION 4. TERM AND TERMINATION automatically terminate any open SOW or Order 4.1 Term. The initial term of this Agreement will and the terms of this Agreement will continue to commence on the Effective Date and continue for an govern such open SOW or Order until each SOW or initial period of three (3) years (the "Initial Term"), Order has terminated in accordance with its terms, unless terminated earlier as provided in this unless either Party notifies the other that an open Agreement. After the Initial Term, this Agreement SOW or Order should terminate at the same time will automatically renew for successive one (1) year as the Agreement. Further, a termination of a periods (each, a "Renewal Term" and collectively particular SOW or Order will not affect any other the "Term"), unless either Party provides the other SOW or Order then in effect under this Agreement. with at least ninety(90)days'written notice prior to SECTION 5. CONFIDENTIAL INFORMATION the end of the Term. 5.1 Confidential Information. Each party (the 4.2 Termination for Cause. Either Party shall have the "Disclosing Party") may from time to time during right to terminate this Agreement and/or any SOW the Term disclose to the other party (the or Order for cause related to an uncured material "Receiving Party") certain information regarding breach. The breaching Party shall have thirty (30) the Disclosing Party's business, including its days from receipt of a written notice to cure the products, inventions, operations, methodologies, material breach. systems, processes, or financial affairs, and 4.3 Termination for Convenience.Anytime after the first technical, marketing, financial, employees, (1st) anniversary of the Effective Date, either Party planning, and other confidential or proprietary may terminate this Agreement and/or any SOW or information ("Confidential Information"). Order for convenience upon providing thirty (30) Confidential information means any non-public days written notice to the other Party. Hinge Health information of a party or its suppliers relating to shall be entitled to payment for all services provided such entity's business activities, financial affairs, up to the notice to terminate for convenience. technology, marketing or sales plans that are marked as Confidential Information and disclosed 4.4 Other Termination. Either Party may terminate this pursuant to this Agreement or reasonably should Agreement and/or any SOW or Order effective have been understood by the receiving party that immediately upon written notice to the other in the because of (a) legends or other markings, (b) the event that the other Party declares bankruptcy, circumstances of disclosure, (c) the nature of the makes an assignment for the benefit of its creditors, information itself,to be proprietary or confidential or ceases to do business in the ordinary course,or in to the disclosing party or it Suppliers; or (d) as the event a change in applicable laws detrimentally defined by Florida law.Simply marking a document impacts the ability of either Party to perform its as"Confidential"when it does not legally fall within obligations in a commercially reasonable manner a State or federal statutory definition of a and the Parties are unable to resolve such impact confidential document or record will not give rise through a mutually agreeable amendment or to a duty to treat that document or record as modification to the Agreement. Confidential Information. 4.5 Effect of Termination. If this Agreement and/or any SOW or Order is terminated for any reason 5.2 Protection of Confidential Information. The Customer will immediately pay to Hinge Health any Receiving Party will not use any Confidential Fees or other amounts that have accrued but remain Information of the Disclosing Party for any purpose unpaid with respect to Services performed through not expressly permitted by this Agreement, and the effective date of such termination. Customer will disclose the Confidential Information of the shall also return all Hinge Health materials, Disclosing Party only to the employees or Confidential Information, and Product(s). contractors of Recipient who have a need to know such Confidential Information for purposes of Hinge Health—Master Services Agreement 3 S 16E 3 Hinge Health" Awoocovwct carrying out the Services and who are under a duty of confidentiality no less restrictive than the 5.4 Return of Confidential Information. Within thirty Receiving Party's duty hereunder. The Receiving (30) days of receipt of written request from the Party will protect the Disclosing Party's Confidential Disclosing Party or within thirty (30) days of Information from unauthorized use, access, or termination of this Agreement, as applicable, the disclosure in the same manner as Receiving Party Receiving Party will as reasonably directed by the protects its own confidential or proprietary Disclosing Party, either return or securely destroy information of a similar nature and with no less than all of the Disclosing Party's Confidential reasonable care. Confidential Information, trade Information. Notwithstanding the foregoing, the secrets and proprietary confidential business Receiving Party may retain,subject to the terms of information contained in this Agreement shall be as this Agreement, a copy of the Disclosing Party's defined under Federal law and Florida law, subject Confidential Information to the extent required for to exemption from disclosure by the Florida Public compliance with its record retention policies and Records Act, Chapter 119, Fla. Stat. applicable laws and regulations or where such return or destruction is not administratively 5.3 Exceptions. The Receiving Party's obligations practicable. In such case, the safeguards imposed hereunder with respect to any Confidential in Section 5.1 shall continue to apply to the Information of the Disclosing Party will terminate if retained information until such return or and when the Receiving Party can document that destruction is complete. such information: (a)was already lawfully known to 5.5 Legal Process. The Parties' respective obligations Receiving Party at the time of disclosure by the in this Section 5 will not restrict any disclosures Disclosing Party; (b) was disclosed to the Receiving required pursuant to any applicable law or Party by a third party who had the right to make governmental authority with jurisdiction over a such disclosure without any confidentiality Party; provided, however,that to the extent legally restrictions; (c) is, or through no fault of the permissible: (a) the Receiving Party will give Receiving Party has become, generally available to the public; or (d) was independently developed by advance notice of such disclosure requirement to the Disclosing Party and cooperate with the the Receiving Party without access to, or use of,the Disclosing Party's efforts to obtain a protective Disclosing Party's Confidential Information. In order or other comparable remedy; and (b) the addition, the Receiving Party will be allowed to Receiving Party takes all action necessary to refrain disclose Confidential Information of the Disclosing from disclosing the Disclosing Party's Confidential Party to the extent that such disclosure is: (1) Information that is not required to be disclosed by approved in advance, in writing by the Disclosing law. Party, (2) necessary for the Receiving Party to enforce its rights under this Agreement in 5.6 Remedies. Customer and Hinge Health each agree connection with a legal proceeding; or (3) is that any breach or potential breach of this Section required by law or by the order or a court of similar 5 would cause irreparable harm for the non- judicial or administrative body, provided that the breaching Party for which monetary damages may Receiving Party notifies the Disclosing Party of such not be an adequate remedy. Accordingly, each required disclosure promptly and in writing and Party agrees that the other Party will be entitled to cooperates with the Disclosing Party, at the seek injunctive relief without bond or other order Disclosing Party's request and expense,in any lawful restraining any breach or threatened breach of this action to contest or limit the scope of such required Section 5. This right will be in addition to any other disclosure. Prior to disclosing any Confidential remedy available in law or equity. Information pursuant to this Section 5.3, the 5.7 HIPAA and PHI. With respect to the use,access and Receiving Party shall promptly provide the disclosure of Protected Health Information ("PHI") Disclosing Party with written notice of the nature (as defined under the Health Insurance Portability and scope of such disclosure. Hinge Health—Master Services Agreement 4 S 16E 3 ' f Hinge Awarded Caltnet 1110 Health' and Accountability Act of 1996, as amended or not confidential, all enhancements, ("HIPAA")) for or on behalf of Customer, to the modifications, improvements or derivatives extent that Hinge Health will be functioning as a thereof(collectively,the"Hinge Health IP")are and Business Associate (as defined by HIPAA) to shall remain the exclusive property of Hinge Customer, the Parties will enter into a mutually Health. agreeable Business Associate Agreement (the 6.3 The Parties agree that any individually identifiable "BAA") (a copy of which shall be attached to this data that Hinge Health collects directly from Agreement as Exhibit "B"). The Parties acknowledge and agree that Hinge Health performs Participants is governed by the Participant Terms certain services for Participants in its capacity as a between such Participant and Hinge Health and Covered Entity (as defined by HIPAA) and not as a Customer has no rights to such data. Hinge Health acknowledges and agrees that any individually Business Associate to Customer. identifiable data that is PHI is governed by HIPAA SECTION 6. INTELLECTUAL PROPERTY;OWNERSHIP and any applicable state laws, and Hinge Health is 6.1 Intellectual Property Rights. As used in this fully responsible for compliance with HIPAA and Agreement, "Intellectual Property Rights" means other applicable laws with respect to the patents, rights to inventions, copyright and related protection, use and disclosure of any PHI created rights, trade marks, business names and domain or maintained by Hinge Health in its capacity as a names,rights in get-up,goodwill and the right to sue Covered Entity. for passing off, rights in designs, database rights, 6.4 Except to the extent otherwise expressly indicated rights to use, and protect the confidentiality of, in an applicable SOW or Order,no licenses to Hinge confidential information (including know-how), and Health IP are granted by Hinge Health under this all other intellectual property rights, in each case Agreement, whether by implication, estoppel, whether registered or unregistered and including all exhaustion, or any other theory, and all rights not applications and rights to apply for and be granted, expressly granted in this Agreement are reserved renewals or extensions of, and rights to claim by Hinge Health. Customer acknowledges that the priority from, such rights and all similar or Hinge Health IP includes valuable trade secrets of equivalent rights or forms of protection which Hinge Health (and/or its licensors, as applicable), subsist or will subsist now or in the future in any part and is protected or protectable by domestic and of the world. international trade secret, copyright and patent 6.2 Hinge Health Ownership. All Intellectual Property laws and other forms of proprietary rights. Rights in or arising out of or in connection with the Customer further acknowledges that Hinge Health Services and the Products shall be owned by Hinge may use third party software, hardware, services Health and to the extent applicable its licensors. All and other materials in connection with the Hinge Health materials, equipment, documents and Program, Services, and Products, and such third other property of Hinge Health supplied to party components may be subject to separate third Customer during the performance of the Services party terms and conditions. Customer agrees to (the "Hinge Health Materials") Feedback; abide by any applicable third party terms and Deliverables; Hinge Health trademarks, trade conditions required to access or otherwise use names, service marks and logos (collectively, the such third party features as made aware by Hinge "Hinge Health Trademarks"; Hinge Health's Health. Except as expressly set forth in this proprietary products and services; Hinge Health's Agreement, no rights or implied licenses in such proprietary tools, processes and process flows, intellectual property are granted to Customer by software, works of authorship, inventions (whether this Agreement, and Hinge Health reserves all or not patentable), trade secrets, analytical rights not explicitly granted to Customer under this methodologies and algorithms, and databases, the Agreement. Documentation; the Services; usage data; whether 6.5 Customer Ownership.Customer owns all right,title 5 Hinge Health—Master Services Agreement Q9 O 16E 3 „sou- rcew.ium; * D Hinge 111 Health' itwartled and interest in and to the Customer trademarks, willful misconduct of Customer or its employees or trade names, service marks and logos (collectively, contractors during the Term; (b) failure by the "Customer Trademarks"). Customer hereby Customer to obtain any required consents, grants to Hinge Health the right and license to use, permissions or authorizations; (c) responsibility for format, and publicly display on Hinge Health's Taxes under Section 3.3;and(d)Customer's breach website, its platform, the Services, or through the of this Agreement, any SOW or Order, the BAA (if Program features, Customer's Trademarks. applicable) or violation of applicable law. SECTION 7. INDEMNIFICATION Customer's obligations to indemnify pursuant to this Section 7 are subject to Customer having sole 7.1 Hinge Health Indemnification Obligations. Hinge control of the defense and settlement, the full Health will defend and indemnify Customer and its cooperation of the Hinge Health Indemnitees, and employees, officers, and directors (collectively, the the Hinge Health Indemnitees promptly making "Customer Indemnitees") from any causes of Customer aware of the Claim. action, suits, and proceedings (the "Claims") brought against such Customer Indemnitees by a The foregoing indemnification shall not constitute third party for any and all liability,damages,cost and a waiver of Collier County's sovereign immunity expense (including reasonable attorneys' fees and beyond the limits set forth in Florida Statutes, other costs of defense), to the extent arising out of Section 768.28, nor shall the same be construed to or otherwise related to (a) bodily injury, including constitute agreement by Collier County to death, or damage to tangible property, in each case indemnify the other party for such other patty's to the extent caused by the gross negligence or negligent,willful or intentional omissions. willful misconduct of Hinge Health during the Term, 7.3 Except to the extent otherwise indicated, the or (b) infringement of a third party United States indemnification provisions in this Section 7 shall copyright,patent,or trademark related to any Hinge survive the termination of this Agreement. Health IP that is provided, licensed or otherwise made available to Customer under this Agreement SECTION 8. LIMITATION OF LIABILITY or any SOW or Order; or (c) violation of applicable 8.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR laws by Hinge Health; or(d) breach by Hinge Health ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, of the BAA(if applicable). Hinge Health's obligations PUNITIVE, OR CONSEQUENTIAL DAMAGES, to indemnify pursuant to this Section 7 are subject INCLUDING LOST OR PROSPECTIVE PROFITS, to Hinge Health having sole control of the defense WHETHER BASED IN CONTRACT, WARRANTY, and settlement, the full cooperation of the INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR Customer Indemnitees, and the Customer OTHER TORT OR OTHERWISE, REGARDLESS OF THE Indemnitees promptly making Hinge Health aware FORESEEABILITY OR THE CAUSE THEREOF. of the Claim. 8.2 NOTWITHSTANDING ANYTHING TO THE 7.2 Customer Indemnification Obligations. To the CONTRARY IN THIS AGREEMENT,THE CUMULATIVE extent limited by law, Customer will defend and LIABILITY OF EITHER PARTY FOR ALL CLAIMS AND indemnify Hinge Health and its employees, officers, LOSSES FOR ANY CAUSE WHATSOEVER,INCLUDING and directors (collectively, the "Hinge Health THOSE ARISING OUT OF OR RELATED TO THIS Indemnitees") from any Claims brought against AGREEMENT, THE APPLICABLE STATEMENT OF such Hinge Health Indemnitees by a third party for WORK, ORDER AND/OR THE SERVICES AND any and all liability, damages, cost and expense PRODUCTS, AND REGARDLESS OF THE FORM OF (including reasonable attorneys' fees and other ACTION OR LEGAL THEORY, SHALL NOT EXCEED costs of defense), to the extent arising out of or THE TOTAL DOLLAR VALUE OF THE FEES RECEIVED otherwise related to (a) bodily injury, including BY HINGE HEALTH FROM CUSTOMER UNDER THE death, or damage to tangible property, in each case APPLICABLE STATEMENT OF WORK DURING THE 12 to the extent caused by the gross negligence or MONTHS IMMEDIATELY PRECEDING THE DATE Hinge Health—Master Services Agreement 6 040 1 6 E 3 '! ! Hinge Health'' THAT THE EVENT, ACT OR OMISSION FROM WHICH or a party's negligence; (iii) modifications or other SUCH LIABILITY AROSE. WITHOUT LIMITING THE work performed on the Product(s) by third parties FOREGOING, NO CLAIM SHALL BE PERMITTED TO BE without the consent of Hinge Health; (iv) the BROUGHT MORE THAN 2 YEARS FROM THE EVENT, Product differs from its description as a result of ACT OR OMISSION FROM WHICH SUCH CLAIM changes made to ensure it complies with applicable AROSE. FURTHER, NOTHING IN THIS AGREEMENT laws;(v)Customer or its Participant continue to use SHALL EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY the Product after providing notice of Product non- TO THE EXTENT THAT IT MAY NOT BE SO EXCLUDED conformance; and/or (vi) the Product is not UNDER APPLICABLE LAW, INCLUDING ANY SUCH functioning properly due to the use by Customer or LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED its Participant of supplies or other accessories not BY SUCH PARTY'S NEGLIGENCE OR LIABILITY FOR furnished by Hinge Health. FRAUD. 9.3 Disclaimer of Warranty. EXCEPT AS EXPRESSLY 8.3 The damage exclusions and limitations specified in PROVIDED IN THIS AGREEMENT, HINGE HEALTH this Section 8 shall not apply to Hinge Health's right EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND to Fees and other amounts that are due for Services WARRANTIES, EXPRESS OR IMPLIED, MADE TO under this Agreement. CUSTOMER OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF SECTION 9. WARRANTIES. MERCHANTABILITY, NON-INFRINGEMENT, OR 9.1 Warranties. Each Party represents and warrants to FITNESS FOR A PARTICULAR PURPOSE, ALL OF the other that it has the full corporate power and WHICH ARE EXPRESSLY WAIVED BY CUSTOMER. authority to enter into this Agreement and the SOW SECTION 10. DISPUTE RESOLUTION or Order and to perform its respective obligations. Further, Hinge Health represents and warrants that 10.1 Dispute Resolution. Prior to the initiation of any (x) it will perform the Services in a good and action or proceeding permitted by this Agreement workmanlike manner; and (y) any Products it to resolve disputes between the parties,the parties supplies pursuant to this Agreement will conform in shall make a good faith effort to resolve any such all material respects with their description, and be disputes by negotiation. The negotiation shall be free from material defects in design, material and attended by representatives of Contractor with full workmanship. CUSTOMER'S EXCLUSIVE REMEDY decision-making authority and by Owner's staff FOR BREACH OF THE FOREGOING PRODUCT person who would make the presentation of any WARRANTY SHALL BE,AT HINGE HEALTH'S OPTION, settlement reached during negotiations to Owner HINGE HEALTH SHALL REPAIR OR REPLACE THE for approval. Failing resolution, and prior to the NONCONFORMING PRODUCT OR REFUND THE commencement of depositions in any litigation PRICE OF THE NONCONFORMING PRODUCT TO THE between the parties arising out of this Agreement, EXTENT APPLICABLE. THE FOREGOING PRODUCT the parties shall attempt to resolve the dispute WARRANTY REMEDY IS SUBJECT TO CUSTOMER OR through Mediation before an agreed-upon ITS PARTICIPANT PROVIDING WRITTEN NOTICE TO mediator. The mediation shall be attended by HINGE HEALTH DURING THE APPLICABLE representatives of Contractor with full decision- WARRANTY PERIOD OF THE NONCONFORMING making authority and by Owner's staff person or NATURE OF THE PRODUCT AND RETURN OF SUCH designee who would make the presentation of any PRODUCT TO HINGE HEALTH, AT ITS COST, UPON settlement reached at mediation to Owner's Board REQUEST BY HINGE HEALTH. for approval. Should either party fail to submit to mediation as required hereunder, the other party 9.2 Warranty Exclusions. Hinge Health's Product may obtain a court order requiring mediation warranty does not apply if: (i) the Product is not under Section 44.102, Fla. Stat. used in accordance with its specifications, labeling, or instructions; (ii) defects are the result of misuse 7 Hinge Health—Master Services Agreement 1 6 E 3 Hin ge nge . ! Health SECTION 11. GENERAL 11.4 Compliance With Law. Each Party shall comply 11.1 Entire Agreement. This Agreement and any with all applicable state,federal and local laws and applicable Statement of Work, together with all regulations in connection with the performance of exhibits, appendices and attachments all of which its respective obligations under this Agreement. are incorporated herein by reference,constitute the The foregoing notwithstanding, Customer shall be entire agreement of the Parties hereto with respect expressly responsible for complying with the to the subject matter hereof.This Agreement may applicable requirements of the Consolidated not be amended or modified, except in writing Omnibus Budget Reconciliation Act of 1985 as signed by authorized representatives of both Parties amended ("COBRA"), the Employee Retirement hereto. To the extent this Agreement and any Income Security Act of 1974 as amended ("ERISA"), applicable Statement of Work conflict, this HIPAA and other applicable federal,state and local Agreement shall govern unless such Statement of laws pertaining to its group health Plan; moreover, Work expressly states that it is overriding a Customer shall retain all duties and responsibilities particular provision of this Agreement. for the administration of its the Plan including all fiduciary and such other duties and responsibilities 11.2 Assignment. This Agreement may not be assigned imposed by COBRA, ERISA and HIPAA upon the by either Party without the prior written consent of Plan. the other, which consent will not be unreasonably withheld or delayed; provided, however, that 11.5 Hinge Health Not a Fiduciary. Notwithstanding any without consent (i) either Party may assign this language to the contrary, the Parties agree that Agreement in the event of an acquisition of Customer is the Plan administrator and named substantially all of the assets of such Party or in the fiduciary of its group health Plan, as such terms are event of a merger, divestiture; and (ii) Hinge Health defined under ERISA and applicable law, and that may assign this Agreement in the event of a Hinge Health does not exercise discretionary corporate restructure. In the event the foregoing is authority or control over Plan assets and shall not applicable, the assigning Party shall provide written be deemed a fiduciary due to the performance of notice to the other as soon as reasonably practicable Services contemplated herein. Hinge Health does under the circumstances but in no event later than not separately sponsor a group health plan or ten (10) business days following the transaction. insurance product for the benefit of Customer Assignments made in violation of this provision are and/or its employees. To comply with various laws null and void. such as the Patient Protection and Affordable Care Act, the Digital Health Clinic offerings provided by 11.3 Third Party Contractors; Subcontractors. Customer Hinge Health will be integrated with the acknowledges that Hinge Health may utilize third Customer's comprehensive group health Plan. parties for purposes of providing various operational services and support to Hinge Health. 11.6 Governing Law; Venue. The construction, Notwithstanding any other provision of the interpretation and performance of this Agreement Agreement, Customer agrees and acknowledges and all transactions under it will be governed by the that: (i) such use of independent contractors shall laws of the State of Florida,without giving effect to not require prior consent or notification by Hinge its conflict of law rules. Except as set forth in Health, (ii) subcontractors of Hinge Health may be Section 10, the Parties hereby irrevocably consent located outside of the United States and may to the exclusive jurisdiction of the federal and state perform portions of the Services (or other activities courts located in Collier County, Florida, for in connection with this Agreement) outside of the resolution of all disputes between the Parties United States, and (iii) PHI or Confidential arising under this Agreement. Any suit or action Information of Customer may be accessed and used brought by either party to this Agreement against outside of the United States by subcontractors of the other party relating to or arising out of this Hinge Health in connection with the foregoing. Agreement must be brought in the appropriate federal and state courts in Collier County, Florida, Hinge Health—Master Services Agreement 8 S 16E3 * ♦ Hinge which courts have sole and exclusive jurisdiction on 11.13 Public Announcements. Except for this Agreement, all such matter. all public announcements or acknowledgement of 11.7 Non-Waiver. A waiver of any right under this the relationship of Customer and Hinge Health Agreement or law is only effective if it is in writing under this Agreement will be subject to the prior and shall not be deemed to be a waiver of any written approval of both Parties. subsequent breach or default. No failure or delay by 11.14 Counterparts. This Agreement may be executed in a Party in exercising any right or remedy under this multiple counterparts, which may be electronic, Agreement or by law shall constitute a waiver of that each of which will be an original, but which or any other right or remedy, nor prevent or restrict together will constitute one and the same its further exercise of that or any other right or instrument. remedy. No single or partial exercise of such right or 11.15 Survivability. Where the Parties' rights and remedy shall prevent or restrict the further exercise obligations under this Agreement by their terms or of that or any other right or remedy. by their nature extend or are contemplated to 11.8 Cumulative Remedies. Except as provided extend beyond the end of the Term, they will be elsewhere in this Agreement, all remedies provided deemed to survive any termination or expiration of for in this Agreement will be cumulative and in this Agreement for as long as necessary to give full addition to and not in lieu of any other remedies force and effect to such rights and obligations of available to either Party by law, in equity or the Parties. otherwise. 11.16 Notices. Any notice required to be given under this 11.9 Equitable Remedies. The Parties hereby Agreement shall be in writing, shall be deemed acknowledge that in certain cases damages at law effectively given upon receipt or refusal and shall may be an inadequate remedy. In addition to all be sent by hand delivery, overnight courier; U.S. other remedies that may be available at law or Postal Service, certified or registered mail (return equity, each Party will have the right to seek specific receipt requested), addressed to the Parties as set performance, injunction or other equitable remedy forth below: in the event of a breach or threatened breach of this To Customer: Collier County Government Agreement. 3299 Tamiami Trail East 11.10 Severability. If any of the provisions of this Naples, FL 34112 Agreement are held to be invalid or unenforceable, Attn: Michael Quigley such invalidity or unenforceability will not invalidate Email: or render unenforceable the entire Agreement, Michael.quigley@colliercountyfl.gov which shall be and remain in full force and effect, enforceable in accordance with its terms. To Hinge Health: Hinge Health, Inc. 11.11 Relationship; Independent Contractor. Nothing 455 Market Street, Suite 700 herein will be construed as creating a partnership, San Francisco, CA 94105 an employment relationship, or an agency Attn: Legal Department relationship between the Parties, or as authorizing Email: legal@hingehealth.com either Party to act as agent for the other. Each Party is at all times acting and performing as an 11.17 Force Maieure. Neither Party will be liable for any independent contractor with respect to the other default or delay in the performance of its Party. obligations hereunder (except payment 11.12 No Third-Party Beneficiary. No third party shall be obligations) to the extent such default or delay is considered a third-party beneficiary under this caused by or otherwise attributable to the Agreement, nor shall any third party have any rights occurrence of any cause beyond the reasonable as a result of this Agreement. control of such Party (each such cause, a "Force Hinge Health—Master Services Agreement 9 S 16E 3 7. Hinge Sourcewell .�� • Avra�JedGmtrn(t e lb I-lealfihi,. Din Or. Majeure Event"). Force Majeure Events may any other cause beyond the reasonable control of Include fire,flood, earthquake, elements of nature such Party. If a Force Majeure Event delays either or acts of God, health epidemics or pandemics Party from timely performing its obligations under constituting a National Emergency, acts of war, this Agreement, the Party shall be excused from terrorism, riots, civil disorders, rebellions or completing the delayed obligations until the effects revolutions in any country,delays in transportation, of the Force Majeure Event have sufficiently failures or delays in receiving electronic data, non- abated to allow the delayed Party to complete performance by suppliers and vendors,or computer performance. software or hardware failures, Internet outages, or Each of the Parties has caused this Agreement to be executed on its behalf by its authorized representative as of the Effective Date. Collier County Government: Hinge Health, Inc.: By: Av.aak By: V!?1,L W ' Name: 1)tx\A6 l>,C1CK1 Chris Hall, Chairman Title: OP hjf.(30A Date: i lI/2i Z q Date: 20 AuCy Sk' 20214 ATTl r '` CRYSTALk i l ' BY: as o.Chai man's n are only A pro as to form and legality Assistant County Attorney Hinge Health—Master Services Agreement 10 S 1 6 E 3 Hinge "lib Health' EXHIBIT A STATEMENT OF WORK NO. 1 This Statement of Work No. 1 ("SOW-1") is being entered into by and between Collier County Government as sponsor of its employee group health plan(s) ("Customer") and Hinge Health, Inc. ("Hinge Health") in connection with that Master Services Agreement entered into between the Parties with an effective date of June 1, 2024 (the "MSA"). The MSA is hereby incorporated by reference and defined terms in this SOW-1 shall have the meaning set forth in the MSA except as otherwise defined in this SOW-1. The effective date of this SOW-1 shall be January 1, 2024(the "SOW Effective Date"). 1. Commencement Date: The services described in this SOW-1 shall commence on the following date,as applicable: (a) Deployment Commencement Date (if applicable):June 1, 2024 2. Hinge Health Program and Services-Overview Hinge Health's Digital MSK Program will include Prevention, Chronic, Acute, and Surgery Programs. In addition, Hinge Health offers an embedded Expert Medical Opinion service addressing musculoskeletal clinical issues, including elective musculoskeletal ("MSK") procedures. Customer will be notified as new Programs are offered in order to schedule appropriate deployment dates which may be staggered for various Programs. Enrolled Members (as defined below) in the Digital MSK Program may also be offered the non-invasive ENSO High Frequency Impulse Therapy''pain treatment device and service(the"ENSO"), as appropriate, and in the sole discretion of Hinge Health, for symptomatic relief and management of pain. Enrolled Members may obtain up to six (6) virtual physical therapy sessions per episode of care in any Program prior to in-person healthcare provider or physical therapy care(additionally,other state laws may limit access without a physician's referral). Hinge Health delivers this personalized care through different Programs, (collectively referred to herein as the"Hinge Health Program") including: (b) Prevention Program. This is a software only program (no coaching or other hardware). This Program is designed to increase education regarding key strengthening and stretching activities around healthy habits, and available to enrolled Plan members at any entity selecting the full set of Digital MSK Program services at no additional charge. (c) Chronic Program. Hinge Health delivers evidence-based care for musculoskeletal conditions in a program that includes the following, as appropriate: personalized app- guided exercise therapy sessions, 1:1 access to a personal health coach, physical therapists,personalized educational content,and behavioral health support. The Chronic Program is comprised of (i) the Hinge Health proprietary exercise systems and technologies; (ii) coaching and alert features; and (iii) Cloud-based data capture and reporting capabilities; and (iv) personalized analytics capabilities. (d) Acute Program. This Program includes live virtual sessions with a licensed Physical Therapist along with software guided rehabilitation and member education. Costs Hinge Health—Master Services Agreement 1 Confidential Information S 16E3 r f Hinge Health. incurred under the Acute Program for a specific Enrolled Member shall be offset against fees charged for such Enrolled Member should such Enrolled Member transition to the Chronic Program or the Surgery Program. (e) Surgery Program. This Program provides members with access to a physical therapist, a health coach, app-guided exercise therapy and personalized educational content. The Program covers both pre- and post-surgical rehabilitation for the most common MSK surgeries, and may be used as an extension of the Chronic Program. (f) Expert Medical Opinion. Hinge Health provides access to an Expert Medical Opinion service addressing musculoskeletal clinical issues,including elective MSK procedures. The Expert Medical Opinion program is currently offered at no charge.The Parties agree and acknowledge that Expert Medical Opinion services may be provided by subcontracted third party medical services providers. Hinge Health, Inc. does not directly provide medical or physical therapy services. Instead, those professional services are provided by licensed health care providers through a contractual or affiliate relationship with Hinge Health MSO, Inc. Hinge Health MSO, Inc. is an independent management entity that contracts with a network of physicians, physical therapists, and other health care providers who provide clinical telehealth services. Hinge Health MSO, Inc. contracts with various professional organizations to provide the clinical portion of the Services via the Hinge Health platform to Enrolled Members. 3. Deployment of Hinge Health Program by Customer: Customer will deploy the entire Hinge Health Program as a benefit of its group health Plan to enrolled members of such Plan. In connection with such deployment, Hinge Health will submit claims,or invoices, as applicable,to the Customer designated payor(s)for payment. Hinge Health and Customer have agreed to communicate Hinge Health's Program to eligible group health Plan members (i.e., Participants) during each calendar year. Hinge Health will provide member communications in one or more communication campaigns (each a "Campaign"), on an appropriate schedule, as determined by Hinge Health. Per Hinge Health best practice,a Campaign may include, but is not limited to, the following communications to Customer's Plan Participants: email, flyers, postcards, digital signage,and other applicable communication channels. Customer will enable Hinge Health to send at least sixteen (16) direct member communications to Participants(emails or mailers)annually as part of such Campaigns. The first Campaign will commence on a date determined by Hinge Health. Subsequent annual Campaigns will be deployed on a similar cadence. As additional components of the Hinge Health Program are rolled out, Hinge Health will communicate subsequent deployment dates that are Program- specific. 4. Hinge Health Program Services Hinge Health agrees to provide the following Services: (a) Hinge Health will use its standard process for contacting eligible Participants to provide information about Hinge Health and the Hinge Health Program. Hinge Health may provide different communications materials to different Hinge Health—Master Services Agreement Confidential Information Qqo 1 6 E 3 Hinge Health subsets of Participants to better address differing member needs, increase efficiency of communications and/or test out and optimize new communications plans. (b) Participants that express an interest in a particular Hinge Health Program undergo a clinical suitability evaluation by Hinge Health before confirming whether such Participants may enroll in the Hinge Health Program. The Participant must first register with Hinge Health online through the Hinge Health website or app, as applicable, and as described in the marketing materials, complete the screening process, and if determined to be eligible and clinically qualified, shall become an "Enrolled Member." (c) Each Enrolled Member in the Chronic Program or Surgery Program will receive the following: (i) A tablet computer with Hinge Health's mobile application (if offered and elected), motion tracking technology (as applicable) and any other required Program features or hardware. Enrolled Members may access the Program through their own applicable device, such as a mobile phone or through a Hinge Health-provided tablet computer, if such tablets are made available and Enrolled Member elects to receive one. (ii) Guidance through a core program that includes education, guided exercise, coaching, and facilitated social interactions. (iii) If and as appropriate, Enrolled Members may also receive the ENSO device and accompanying gel pads and other required accessories (ENSO is currently offered solely to Enrolled Members participating in the Chronic Program,but Hinge Health may,in its sole discretion,elect to offer ENSO to Enrolled Members participating in other Programs). (d) Upon enrollment in any Hinge Health Program, Enrolled Members will have access to the Hinge Health Program(s) with access to the Hinge Health musculoskeletal educational material, including, if applicable: (i) Personal Account, accessible via the Hinge Health application on the tablet or Enrolled Member's own device, such as a mobile phone, as applicable. (ii) Access to Hinge Health customer service representatives by toll-free number and Web for technical assistance concerning the Hinge Health Programs. (iii) If Hinge Health, in its sole discretion, elects to offer ENSO to Enrolled Members participating in Programs other than the Chronic Program, the Enrolled Member may receive the ENSO device (as appropriate). Hinge Health—Master Services Agreement 3 Confidential Information C40 1 6 E 3 Hinge Health (e) Additionally, Enrolled Members may move from one Hinge Health Program as their personal health situation warrants to another without exceeding a maximum fee of$995 per person per 365-day period. 5. Deliverables (a) The Products(if applicable)will be delivered directly to Enrolled Members at the contact address provided for such Enrolled Members by the Customer, its designee,or by Enrolled Members themselves. (b) Hinge Health will regularly deliver reports to Customer of appropriate metrics, In compliance with applicable law, which gauge the effectiveness and success of the Program,Including financial savings. (c) Hinge Health will establish and present Customer with an effective set of procedures for communicating the benefits of the Program to Participants. 6. Costs (a) Deployment Participation Fee(per Enrolled Member): (I) Prevention Program. No charge. (ii) Chronic Program. $995 per Enrolled Member per year, subject to the milestone schedule below.This Program must be selected by each Customer. Such fees for Enrolled Members will be claims filed, or invoices submitted, as applicable, upon confirmation of a respective Enrolled Member's Engagement in the Program. (iii) Acute Program. $250 per Enrolled Member per year or Hinge Health's then-current pricing for the Acute Program. Such fees for Enrolled Members will be claims filed, or invoices submitted, as applicable, upon confirmation of a respective Enrolled Member's Engagement In the Program. Costs incurred under the Acute Program for a specific individual may be applied to transition to the Chronic or Surgery Program in the same 365-day period and Hinge Health—Master Services Agreement 4 Confidential Information 16E 3 • s'l Hinge 0 Health will not exceed $995 per year for a given Enrolled Member. Should such Enrolled Member continue to participate in the Chronic or Surgery Program beyond the one-year anniversary of such individual's enrollment in the Chronic or Surgery Program,Customer's group health Plan shall be billed an additional fee for the new year. (iv) Surgery Program. $995 per Enrolled Member per year, subject to the milestone schedule below. Such fees for Enrolled Members will be claims filed, or invoices submitted,as applicable,upon confirmation of a respective Enrolled Member's Engagement in the Program. Enrolled Members in the Chronic Program may enroll in the Surgery Program for no additional fee(e,g., the annual cost for a particular Enrolled Member will not exceed $995 per year). (v) Expert Medical Opinion. No charge. (b) ROI Guarantee Hinge Health will provide the guarantee below for the Chronic Program when Customer has at least fifty (50) engaged Enrolled Members in a twelve (12) month period. Cost savings are assessed based on the reduction of pain as measured by the visual analog scale("VAS"),before and after participating in the Hinge Health intensive 12-week phase of the Chronic Program. For the avoidance of doubt,the ROI guarantee does not apply to Customer accounts with fewer than fifty (50) engaged Enrolled Members within a twelve (12) month period.A minimum of two standard marketing campaigns per year is required using the Hinge Health standard process in order for the ROI Guarantee to apply. 5 Hinge Health—Master Services Agreement Confidential Information C"t0 1 6 E 3 Hinge Health To achieve a 1.5:1 ROI,the following calculated value needs to exceed 1.5 x the cost of the program: [((Pain at screening) - (Pain at 12 weeks)/ (Pain at screening))x 100] x$71.09* x#of participants *Based on our published clinical studies Hinge Health saves$71.09 in musculoskeletal ("MSK") costs per participant per year for every 1% decrease in pain Example: By way of example,assume 300 participants go through the program at a total cost of $298,500 (300 participants multiplied by $995). If the average pain reduction is 12% per participant, then the total program savings would equal $255,924 (12 x $71.09 x 300). Thus,the Program did not achieve the guaranteed ROI of 1.5:1. (c) Refund mechanics If Hinge Health does not achieve a 1.5:1 ROI according to the metric above,Customer will receive a pro-rated refund up to 100%of Chronic Program costs. Program performance will be assessed, and any required refunds issued at the following points in time: At the end of each 12-month period,starting on the Effective Date,for Enrolled Members that have completed the core 12-week program during the preceding 12 months. Example: By way of example, based on the scenario described in Section 6(b), the formula set forth would yield Customer a refund of [($447,750-$255,924)/$447,750]*$298,500=$127,884. (d) Implementation and Client Success Support Hinge Health will provide a dedicated client success team to enable a successful partnership at no additional cost to Customer, and will waive its standard annual implementation fee and communications costs; however, if Customer does not enable Hinge Health to deploy standard communications as described in Section 3, Hinge Health may charge Customer for client success team services and its standard implementation fee. Implementation fees will be calculated based on number of Participants (as listed in the eligibility files provided by Customer, averaged over the preceding 3 months): less than 2,000 = $25,000; 2,001 to 5,000=$50,000; 5,001 to 10,000=$75,000; 10,001 to 50,000= $150,000; and 50,000 or more =$250,000. Client success team support costs will be calculated as$5 per Participant(as listed in the eligibility files provided by Customer,averaged over the preceding 3 months). 7. Term. Hinge Health—Master Services Agreement 6 Confidential Information CAO 1 6 E 3 " Hinge Health. This SOW-1 shall commence on the SOW Effective Date and terminate at such time as terminated in accordance with the MSA. 8. Public Records. Prior to publishing or otherwise making any or all of the Agreement or any SOW/Order publicly available, Customer shall redact any information that constitutes a confidential trade secret exempt from Section 119.0701,Florida Statutes,as indicated to Customer by Hinge Health. In the event a public records request is made for such redacted information, Hinge Health shall indemnify Customer for any reasonable costs incurred in defending such request, subject to Hinge Health having sole control of such defense, the full cooperation of Customer, and Customer promptly making Hinge Health aware of such request. 9. Control. In the event of any conflict between the terms of this SOW-1 and the terms of the MSA, the MSA shall control, unless this SOW-1 expressly states that it is overriding a particular provision of the MSA. [Signature page follows.] 7 Hinge Health—Master Services Agreement Confidential Information S 16E 3 Hinge Health' IN WITNESS WHEREOF,the Parties hereby execute and deliver this SOW-1 as of the SOW Effective Date. Collier County Government: Hinge Health,Inc.: By: By: (v() 1J")' ('A4ta1& Name: 4)0,4A kOnnd Chris Hall, Chairman Title: P j,, ,X Date: 11/JZ'Z ti Date: 20 PkU,TSjk' 2011 ATTEST CRYSTAL. ' L GL BY: aw 4 • Att: t tb CtiiPman's ` 9.si9nafyre' nly ppr v as to form a legality ssistant ount Attorney 8 Hinge Health—Master Services Agreement Confidential Information CAU 1 6 E 3 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement")is entered into between COLLIER COUNTY ("Covered Entity") and Hinge Health, Inc., whose address is: 455 Market Street, Suite 700, San Francisco, CA 94105, ("Business Associate"), effective as of this 1st day of June, 2024 (the "Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law;and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules";and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW,THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act,as applicable unless otherwise defined herein. 2. Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under the Master Services Agreement entered into between the Parties with an effective date of June 1, 2024 (the "MSA") and as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further,Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Page 1 of 9 (rev. 10/2023) CAO 1 6 E 3 Associate may Use PHI (i)for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1)and(3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity,provided that with respect to any such Disclosure either: (i)the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 45 CFR §164.504(e)(2)(i)(B). Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1). Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1). b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and(ii)prevent the Use or Disclosure of PHI other than as contemplated by the MSA and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and(iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a"covered entity,"as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the MSA shall be provided or transmitted in a manner which renders such Page 2 of 9 (rev. 10/2023) CAO 16E3 PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and(ii)any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. The Parties agree that this Section 3(a) satisfies any notices necessary by Business Associate to Covered Entity of the ongoing existence and occurrence of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. For purposes of this Agreement, such Unsuccessful Security Incidents include activity such as pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service and any combination of the above, so long as no such Unsuccessful Security Incident results in unauthorized access, use, disclosure, modification or destruction of PHI or interference with information system operations. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors,Business Associate shall(i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five(5)days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach,or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under the MSA, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. Page 3 of 9 (rev. 10/2023) S 1 6 E 3 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity,to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten(10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six (6)month period; however, a reasonable, cost-based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to Page 4 of 9 (rev. 10/2023) CAO 1 6 E 3 use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity,then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH.Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall,to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall,upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I)complies with the requirements of subparagraph(i),(ii)or(iii) of paragraph(1)of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or(C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Page 5 of 9 (rev. 10/2023) CAO 1 6 E 3 Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity,Business Entity may terminate its relationship with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities Page 6 of 9 (rev. 10/2023) CAO 16E 3 whatsoever. 13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail,postage prepaid, facsimile transmission,e-mail or personal or courier delivery: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples,FL 34112 Attn: Risk Management Director Telephone no: 239-252-8461 Facsimile no: 239-252-8048 If to Business Associate: Hinge Health, Inc. 455 Market St., Suite 700 San Francisco, CA 94105 Attn: Legal Email: legal@hingehealth.com Copy to: privacy@hingehealth.com 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense(including reasonable attorney's fees)arising out of or directly relating to any non-permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. 19. Scope of Agreement: Business Associate performs certain services in its capacity as a healthcare services provider and not as a business associate to Covered Entity. Business Associate may also receive PHI from Covered Entity as a healthcare services provider for Business Associate's own treatment, payment and/or healthcare operations. Notwithstanding anything to the contrary in this Agreement,the Parties agree in these circumstances Business Associate will use and disclose such PHI as Page 7 of 9 (rev. 10/2023) CAO 1 6 E 3 a covered entity rather than a business associate and that the terms of this Agreement shall not apply, and that any PHI received from Covered Entity and incorporated into an individual's medical record maintained by Business Associate as the individual's treating healthcare services provider shall no longer be subject to this Agreement. 20. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. THIS SPACE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS. Page 8 of 9 (rev. 10/2023) 040 1 6 E 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED TIT : By: `20Z/ Print Name: Mich K uiale - Title: Director,Risk Management BUSINESS ASSOCIATE: By: Print Name: Title: First Witness: Witness (Signature) Print Name: Second Witness: Witness(Signature) Print Name: Page 8 of 9 16E 3 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA By: Michael Quigley, Director of Risk Management BUSINESS ASSOCIATE: Hinge Health,Inc. By: U'Vt (/)'vt'i Print Name: .DO v c1.. WO d Title: I P oCr ke0)0p\ As to Form and Legality: *4kt/1/ladyJeanne Sans verino Assistant County Attorney Page 9 of 9 c2 (rev. 10/2023) CAD) 1 6 E 3 Certification of Compliance Release to Vendor/Consultant from Health Plan or Plan Sponsor This document is to confirm that Collier County Government, Group No.2003021 ("Plan")provides a self-funded health plan to which Allegiance Benefit Plan Management, Inc. ("Allegiance")provides administration services. The Plan has asked Allegiance to disclose certain Protected Health Information of Plan participants ("PHI") to Hinge Health, Inc., a vendor that provides the Plan with MSK solution services(the"Vendor"). Terms not defined herein are as defined in 45 CFR Parts 160 and 164. By signing below, you certify that the Plan complies with the applicable requirements of the privacy rule promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996(the"Privacy Rule"): • The Plan requests and is authorized to request that Allegiance disclose PHI,other than summary health information or enrollment/disenrollment information,to Vendor,with which the Plan has entered into a Business Associate Agreement; • The request is for the minimum information necessary;and • The request complies with the Americans with Disabilities Act and the HIPAA non-discrimination rules. Allegiance will make the requested disclosure of PHI to Vendor after Vendor has entered into a confidentiality agreement with Allegiance for purposes of protecting any Allegiance or its affiliated companies confidential and proprietary information that may also be disclosed. Allegiance retains the right to discontinue this arrangement at any time. By signing below,the individual represents that they are authorized by the Plan to indicate agreement with the contents of this letter and to permit Allegiance to make the requested disclosure of PHI. Name: Signature: Title: Date: I f/ f Z f 2y A oved as to form and lega • At) Assistant Coun.:y Attorney ,,ttui Y .. T �. ATTEST •I CRYST e•' ,C BY. j Version date September 2020 Attu a o Chairman's gnature only C40