PGxAlly Contractor

CLIENT SERVICES AGREEMENT, HIPAA AND NON-DISCLOSURE AGREEMENT

1. TERM OF AGREEMENT

As set forth in this agreement, “Company” refers to PGxAlly Partners, LLC. “Client” refers to the purchaser of the Bronze Package- PGxAlly Contractor. The term of this Agreement shall be for the PGxAlly Contractor (per Appendix A). In addition to the terms, there will be an opportunity to continue work with the Consultants within the company.

2. DESCRIPTION OF SERVICES

“Client” retains the “Company” to perform the following services: See Appendix A for Description of Services. Dates and times will be mutually agreed upon by the “Company” and “Client”. The “Company” will initiate all scheduled sessions via video conference, by phone, or in person.

3. FEES AND PAYMENT TERMS

“Client” agrees to pay a total fee of $1,000 for the services/ program described in Appendix A, paid in full, products and services provided by the “Company” that have been performed are nonrefundable. See Appendix A for details of Payments for services and other possible fees associated with the program.

4. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (Appendix C)

The “Company’s” relationship with the “Client” is legally bound by confidentiality- HIPAA (see Appendix B Patient Privacy Information), as well as the relationship the “Client” has with clients in his/her practice. By signing this contract, you acknowledge receipt of this information concerning Confidentiality.

5. CANCELLATION NOTICE & REFUND POLICY

Since you’re getting instant access to $2,000+ worth of resources, we are unable to issue refunds. “Company” is committed to adding value to “Client’s” business, so “Client” is able to reach out and “Company” will make every effort to assist “Client.”

6. GUARANTEE

Since there are many factors involved, the “Company” makes no guarantee or promise that “Client” will obtain a certain number of reports to provide recommendations.. “Client” further understands and agrees that they are fully responsible for their own well-being during all sessions and throughout the Program, including all choices and decisions made by the “Client”. “Client” agrees to complete recommendations and send to the provider within 72 hours of receiving reports.

7. WAIVER OF LIABILITY

By signing this agreement the “Client” here and forever agrees to release, indemnify, discharge and hereby hold harmless the “Company” and its respective agents, representatives, heirs, assigns, contractors, and employees from any and all claims, demands, damages, losses, rights of action or causes of action, liabilities, and/or expenses, present or future, arising out of, or connected with, my participation in the Program or any associated coaching, without limitation, which may occur as a result of following advice tendered and released, or training rendered. The “Client” further declares and represents that no promise or inducement has been made to enter into this agreement.

8. HEADINGS

The headings found in each of the paragraphs and subparagraphs of this Agreement are intended for your convenience only and are not intended to affect the construction or interpretation of any of the provisions included herein.

9. SEVERANCE

In the event that one or more of the provisions of this Agreement shall be found unenforceable, illegal or invalid, it shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the provision found to be unenforceable, illegal or invalid had never been contained in the Agreement, or the unenforceable, illegal or invalid provision shall be construed, amended and/or reformed to be made enforceable, legal and valid.

10. FORCE MAJEURE

The “Company” and its respective agents will not be deemed to be in breach of this Agreement for any delay or failure in performance caused by reasons out of its reasonable control, including acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the “Company”.

11. ENTIRE AGREEMENT, MODIFICATION, AND WAIVER

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and therefore supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

12. JURISDICTION

This agreement shall be governed by the laws of the state of North Carolina. Any action to enforce this agreement shall be brought in the federal or state courts located in the county of Wake.

13. LICENSING OF SOFTWARE

PGxAlly utilizes GenXys software. As a contracted pharmacist you will be the Subscriber through the PGxAlly contracted software of GenXys. The Subscriber will:

(a) have sole responsibility for the accuracy, quality and completeness of all Subscriber Data,

(b) use reasonable efforts to prevent unauthorized access to, or use of, the Software, and notify PGxAlly promptly upon becoming aware of any such unauthorized access or use, and

(c) purchase and provide any hardware, network capacity or other system components commonly utilized to operate software or identified by PGxAlly as required to operate the Software, Interfaces and Third Party Software and not specified in the Financial Terms or Additional Terms as being PGxAlly’s responsibility.

(d) agree to abide by the NDA for the licensing software utilized. Also, accessing the software platform includes the right of the "Company" to access patient data, provider data, and pharmacists’ compiled work through the platform for the purposes of compiling data to build reports for the benefit of showcasing outcomes related to pharmacogenetics and pharmacist-based comprehensive medication management, quality assurance programs, and future enhancements of the practice of pharmacy.

14. PURCHASING OF PACKAGE

The purchaser agrees that this agreement reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations. The “Client” purchase also represents Acknowledgement of Receipt of HIPAA Notice of Privacy Practice and Non-Disclosure Agreement.

Appendix A

PGxAlly Contractor Description:

Licensing for the GenXys software platform (to perform PGx/MTM reporting)
PGx Informational videos
Future PGx/MTM reporting contracts
Monthly Mastermind Calls (Q&A Sessions, Guest Speakers)

Appendix B

Notice of Privacy Practices

THIS NOTICE DESCRIBES HOW YOUR HEALTH INFORMATION MAY BE USED AND DISCLOSED AND HOW YOU CAN OBTAIN ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.

Introduction

At PGxAlly Partners, we value your relationship with us, and we know that respect for your privacy is the foundation of that relationship. We are committed to protecting the privacy of your Protected Health Information (PHI) that is in our possession, and only using and disclosing your PHI as necessary to providing you with healthcare products and services. PHI is any information that we possess, use, and disclose that identifies you and relates to your past, current, or future physical and mental health condition and the health care products and services that have been provided to you.

Uses and Disclosures

At PGxAlly Partners, we have and always will respect your privacy and will keep your health information secure and confidential. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) law requires us to continue maintaining your privacy, to give you this notice and to follow the terms of this notice.

The law permits us to use or disclose your health information to those involved in your treatment. For example, reviews of your file by a primary care physician or specialist physician whom we may involve in your care.

We may use or disclose your health information for payment of your services. For example, we may send a report of your progress to your insurance company.

We may use or disclose your health information for our normal healthcare operations. For example, one of our staff will enter your information into our computer.

We may share your medical information with our business associates, such as a billing service. We have a written contract with each business associate that requires them to protect your privacy.

We may use your information to contact you. For example, we may send newsletters or other healthcare- related information. We may also want to call and remind you about your appointments. If you are not home, we may leave this information on your answering machine or with the person who answers the telephone.

In an emergency, we may disclose your health information to a family member or another person responsible for your care.

We may release some or all of your health information when required by law.

If this practice is sold, your information will become the property of the new owner.

Except as described above, this practice will not use or disclose your health information without your prior written authorization.

You may request in writing that we not use or disclose your health information as described above. We will let you know if we can fulfill your request.

You have the right to know of any uses or disclosures we make with your health information beyond the above normal uses.

As we will need to contact you from time to time, we will use whatever address or telephone number you prefer.

You have the right to transfer copies of your health information to another practice. We will mail your files for you.

You have the right to see and receive a copy of your health information, with a few exceptions. Provide a written request regarding the information you want to see. If you also would like an additional copy of your records, we may charge you a reasonable fee for the copies.

You have the right to request an amendment or change to your health information. Give us your request to make changes in writing. If you wish to include a statement in your file, please give it to us in writing. We may or may not make the changes you request, but will be happy to include your statement in your file. If we agree to an amendment or change, we will not remove nor alter earlier documents, but will add new information.

Our Duties

We are required by law to maintain the privacy of your health information. We are also required to provide you with this notice or our legal duties and our privacy practices with respect to your health information. We must abide by the terms in this notice while it is in effect. However, we reserve the right to change the terms of our privacy notices. If we make a change in our privacy terms the change will apply for all of your health information in our files.

For more Information or to Report a Problem

For more information or assistance regarding your health information privacy, please contact our Privacy Officer, Asha Bohannon, at (919) 529-3355.

If you believe your rights have been violated, you can either file a complaint with this office or with the Office of Civil Rights, U.S. Department of Health and Human Services (OCR). There will be no retaliation for filing a complaint with either our practice or the OCR.

The address for the OCR regional office for North Carolina is as follows:

Office for Civil Rights U.S. Department of Health and Human Services

Atlanta Federal Center, Suite 16T70 61 Forsyth Street, S.W. Atlanta, GA 30303-8909.

This notice goes into effect as of April 14, 2003.

Appendix C

This Nondisclosure Agreement (the "Agreement") is entered into by and between PGxAlly Partners, LLC ("Disclosing Party") and purchaser of package/ “Client”("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").

Definition of Confidential Information.

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

Exclusions from Confidential Information.

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

Obligations of Receiving Party.

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Time Periods.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

Relationships.

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

Severability.

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

Integration.

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

Waiver.

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.