TERMS AND CONDITIONS

Please Read the Following Terms and Conditions:

1. NEBO SERVICES. During the Term (as defined below) Customer may use the NEBO electronic transmission system (the "System") and NEBO shall provide the services selected by Customer in Exhibit A - Service Description" (the "Services"). No rights are granted except as explicitly set forth in this Agreement. NEBO reserves the right, from time to time, without liability, to suspend, revise, modify or update any part of the Services, the System or its functionality, upon reasonable notice. 2. CHARGES. Customer shall pay all fees and costs in the amounts, on the dates and otherwise, as specified in "Exhibit B-Statement of Charges" (the "Payment(s)"). Invoices for "Transaction Fees" (which shall be included in the definition "Payment(s)") will be submitted to Customer within fifteen (15) business days of the end of each calendar month for transactions transmitted by Customer during the preceding month. Payments for the Services are due and payable to NEBO upon receipt of the invoice. A transaction will be considered transmitted if it is routed by Customer through the System to a Trading Partner (as defined below), whether or not such Trading Partner accepts or adjudicates such transaction. "Trading Partner" means any laboratory, pharmacy, pharmacy benefits manager, medical equipment supply company, disease management company, third party administrator, health care provider, Payer or other content provider to which NEBO transmits transactions or from which NEBO receives transactions. "Payer" means any Medicaid or Medicare agency, fiscal intermediary or fiscal agent, or commercial insurance carrier or its intermediary and which is listed as a current/active payer in the NEBO web site's Payer database; such listing being subject to the express disclaimers set forth therein. Each submission shall be considered a separate transaction. If any invoice is not paid within thirty (30) days from invoice date, a late charge equivalent to the lesser of 1 1/2% per month or the maximum rate permitted by applicable law of the unpaid balance shall accrue daily until payment is made. All payments shall be made in United States currency. NEBO will not recognize any restrictive endorsement such as "paid in full" on any payment from Customer; any such payment will be applied to Customer's outstanding balance and will not serve as a settlement of the account. Customer shall also be responsible for any applicable federal, state or local taxes or charges, except any taxes imposed on NEBO's income. NEBO shall have the right to change the Payment amounts, provided NEBO gives Customer no less than thirty (30) days prior written notice of any such change, and Customer shall then have the right within thirty (30) days after receipt of the notice of such change to terminate this Agreement in writing, effective on the date of such change. Notwithstanding the above, NEBO shall have the right to increase any Payment(s) to offset any increase to NEBO in the costs of providing the Services as a result of increases in the costs charged by, or otherwise caused by, any service supplier, carrier or any federal, state or local governmental agency or regulatory authority. Such increase shall become effective as of the date on which NEBO notifies the Customer of such increase. 3. LICENSE. a) If Customer has elected to license any software from NEBO (including, without limitation, the software products listed in Exhibit A hereto), NEBO grants to Customer a nonexclusive, nontransferable and limited license to use such software, and its modifications and written documentation (collectively, the "Software"). The Software may be used only in connection with the Services during the Term and is and shall remain the sole and exclusive property of NEBO, and NEBO shall own all right, title, interest and other intellectual property rights therein. Customer shall not transfer, license, assign, translate, reverse engineer, decompile, disassemble, or modify the Software or duplicate the Software, or portions thereof. Upon termination or expiration of this Agreement for any reason, Customer will cease all use of the Software. b) If relevant, NEBO grants to Customer a non-exclusive, non-transferable and limited license to use NEBO's transaction specifications, certification requirements and instructions, and Trading Partner technical requirements (collectively, the "Specifications") in accordance with this Agreement. Specifications may be used solely in connection with the Services and shall remain the sole property of NEBO. Customer shall not copy, sell, transfer, or otherwise provide the Specifications to any person or entity. Customer may use the Specifications only to develop a software interface ("Interface") to be used as part of its internal health care practice management system. Upon termination of this Agreement, Customer will return the Specifications to NEBO and will cease all use of the Specifications and any Interface. c) NEBO warrants that it has used commercially reasonable efforts to ensure that at the time of delivery, the Software will perform substantially as described in its written documentation. NEBO's sole liability and Customer's exclusive remedy regarding the Software is the replacement of any media not meeting said warranty. d) Customer represents and warrants that all Customer claims, transmissions and transactions using the System, Services or Software shall be valid, complete, true and accurate and shall comply with applicable NEBO and Trading Partner policies and procedures and all applicable federal, state and local laws and regulations. e) NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESS OR IMPLIED IN THIS AGREEMENT, NEBO SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ANY CUSTOMER OR OTHER THIRD PARTY, INCLUDING BUT NOT LIMITED TO, PAYMENT OF CLAIMS, ELIGIBILITY STATUS OF A PATIENT, OR ANY OTHER INFORMATION THROUGH NEBO. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT NEBO IS NOT RESPONSIBLE FOR CLAIMS AND THAT ANY TRADING PARTNER RESPONSE INDICATING ELIGIBILITY DOES NOT ENSURE PAYMENT. INFORMATION SUBMITTED THROUGH NEBO IS NO GUARANTEE OF PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY; ELIGIBILITY INFORMATION IS SUBJECT TO CHANGE; AND WAITING PERIODS MAY APPLY. f) CUSTOMER ACKNOWLEDGES AND AGREES, AND WILL ENSURE THAT CUSTOMER'S AGREEMENTS WITH THIRD PARTIES DO NOT CONFLICT WITH, THE FOLLOWING: (I) NEBO WILL NOT BE ORIGINATING ANY CUSTOMER OR TRADING PARTNER CONTENT UNDER THIS AGREEMENT; AND, (II) WITH RESPECT TO ANY SUCH CUSTOMER OR TRADING PARTNER CONTENT, THE NEBO SYSTEM IS SOLELY A SWITCH/CLEARINGHOUSE DESIGNED TO ALLOW FOR COMMUNICATION BETWEEN CUSTOMER AND TRADING PARTNERS; AND, (III) NEBO SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY TRADING PARTNER(S) OR ANY OTHER PARTY, BASED ON ANY CUSTOMER OR TRADING PARTNER(S) CONTENT TRANSMITTED BY OR THROUGH NEBO UNDER THIS AGREEMENT. g) EXCEPT FOR THE WARRANTY IN SECTION 3(C), NEBO MAKES NO WARRANTIES AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SYSTEM, SPECIFICATIONS, SERVICES OR SOFTWARE, OR THIS AGREEMENT. NEBO DOES NOT WARRANT THAT THE SYSTEM, SPECIFICATIONS, SERVICES OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE. IF CLAIMS OR TRANSACTIONS ARE NOT TRANSMITTED TO THE INTENDED TRADING PARTNER, NEBO'S ONLY LIABILITY SHALL BE TO RETRANSMIT SUCH CLAIM OR TRANSACTIONS. h) IN ANY EVENT, NEBO SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, AND NEBO'S TOTAL LIABILITY WITH RESPECT TO THE SYSTEM, SOFTWARE, SPECIFICATIONS OR SERVICES PERFORMED (OR NOT PERFORMED) OR OTHERWISE UNDER THIS AGREEMENT SHALL NOT EXCEED THE ANNUAL FEE PAID BY CUSTOMER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. 4. TERM AND TERMINATION. a) The initial term of this Agreement shall be one (1) year commencing on the Effective Date, whereupon the Agreement shall automatically renew for additional successive one (1) year terms, unless either party notifies the other in writing at least thirty (30) days before the end of any anniversary date thereof of its decision not to renew this Agreement. The initial term and all renewal terms collectively constitute the "Term." This Agreement may be terminated at any time during the Term pursuant to Section 4. Termination of this Agreement shall not terminate Customer's obligation to pay NEBO for the Services performed prior to termination, and all Payments due to NEBO shall be paid by Vendor within 14 days of receipt of the billing invoice and the late charge specified in Section 2 hereof shall apply. Either party shall have the right to terminate this Agreement at any time, if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of the breaching party's receipt of a written breach notice from the non-breaching party. In addition, NEBO may terminate this Agreement at any time immediately, on written notice to Customer, if Customer breaches Sections 3(a), 3(b), 5, 6 or 7. b) Upon termination of this Agreement for any reason, Customer shall promptly cease all use of the System, Services, Specifications, Software and Confidential Information (as defined below). In addition, to Customer's obligations under Section 7 regarding PHI (as defined below), upon any termination of this Agreement for any reason, Customer shall purge from its files or electronic systems the Specifications, Software and Confidential Information (as a defined below) to NEBO. c) NEBO shall have the right to terminate or restrict Customer's access to a Trading Partner upon notice by NEBO to Customer. 5. CONFIDENTIALITY. Customer acknowledges and agrees that the System, Software, Services, Specifications and all non-public information disclosed by NEBO to Customer, in whatever form, is the proprietary and confidential information of NEBO or its licensors (collectively, the "Confidential Information") and that NEBO owns all rights, title and interest, including without limitation, copyright, trade secret, patent or other intellectual property rights therein. Customer shall not disclose or provide any Confidential Information to any third party or use such Confidential Information for any purpose, whether for its own benefit or the benefit of any third party, except in connection with Customer's use of the System, Services, Software or Specifications as contemplated in this Agreement. All such Confidential Information shall be protected by Customer from unauthorized use or disclosure. Customer shall not sell, purchase, provide, or exchange financial or other information concerning Trading Partners or any customers of NEBO in any form whatsoever to any third party without NEBO's prior written consent. 6. USAGE. Customer shall use the System, Software, Specifications and Services only in compliance with this Agreement, and applicable federal, state and local laws and regulations. Customer shall provide NEBO with the necessary data in the proper format (as determined by NEBO) to enable NEBO to properly furnish the Services. Customer represents and warrants that all Customer claims, transmissions and transactions using the System, Services or Software shall be valid, complete, true and accurate and shall comply with applicable NEBO and Trading Partner procedures and applicable federal, state and local laws and regulations. Customer will be bound, to the same extent as NEBO, by all Trading Partner-imposed contractual obligations required for access to such Trading Partner; and this Agreement is subject to any Trading Partner imposed obligation or any other form of requirement imposed by any Trading Partner on NEBO. Customer expressly acknowledges that NEBO does not retain transaction information beyond the limited time period needed to validate the proper processing of such transactions. Customer represents and warrants that (i) only authorized individuals currently employed by Customer have access to the System and Services, or (ii) Customer is an agent that has written authority to act on the approved providers’ behalf, and (iii) Customer has in place and will continue to maintain throughout the Term adequate security policies and procedures to ensure that only such authorized individuals currently employed by Customer access the System and Services. Furthermore, Customer agrees to comply with NEBO's data use and security policies, as may be amended by NEBO from time to time, including without limitation, execution and compliance with the terms of any addendum to this Agreement as may be required by HIPAA (as defined below) and/or NEBO's security policies and procedures. Customer shall make no statement, representation or warranty to any third party regarding the System, Services or Software which derogates from the disclaimers and liability limitations made by NEBO in, or otherwise is inconsistent with, this Agreement. Any use of the trademarks, logos or trade names of NEBO, or NEBO's affiliated companies (collectively, the "Marks") must receive NEBO's prior written approval. Customer acknowledges NEBO's sole and exclusive ownership of all right, title, interest and goodwill therein and agrees not to take any actions inconsistent with such ownership. 7. COMPLIANCE. Prior to receiving the Services, Customer shall comply with and shall contractually require in writing from each of its authorized end users to comply with: (i) the terms and conditions contained in this Agreement, (ii) all NEBO security, privacy, data use and terms of use policies and procedures, as such policies and procedures may be amended from time to time by NEBO, and (iii) all federal, state and local laws and regulations, including but not limited to Health Insurance Portability and Accountability Act ("HIPAA"), and all other federal, state and local laws and regulations regarding patient confidentiality and those applicable to use of the System, Services, or Software. Without limiting the generality of the foregoing, Customer shall: (i) comply with all equal opportunity and nondiscrimination in employment rules and HIPAA and all other requirements regarding patient confidentiality; (ii) prevent illegal use or disclosure of Protected Health Information ("PHI"); (ii) report to NEBO any unauthorized use or disclosure of PHI relating to this Agreement of which Customer becomes aware; and (iii) upon the termination or expiration of this Agreement, return or destroy all such PHI. 8. INDEMNITY / LIABILITY. Customer shall defend, indemnify and hold harmless, NEBO, its officers, directors, employees, agents and representatives from and against any and all claims, losses, damages, demands, suits, liabilities or expenses, including without limitation, legal fees and costs, suffered or incurred by NEBO, or its subsidiaries and affiliates in connection with (i) Customer's breach of any applicable term of this Agreement or otherwise relating to Customer's use or non-use of the System, Services, Interface, Specifications or Software; (ii) any transactions, information or other content provided by Customer or any Trading Partner's use thereof; or (iii) Customer's breach of Section 2, 3, 4, 5, 6 and/or 7. 9. GENERAL. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives, whether by merger, consolidation or otherwise. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto; however, NEBO may collaterally assign its rights under this Agreement to one or more lenders providing debt financing to NEBO without notice to or consent of the other party. This Agreement including all pages to "Exhibit A - Service Description" and "Exhibit B - Statement of Charges" attached and incorporated hereto, and including any exhibits, addendums, modifications or updates to this Agreement or to such exhibits as permitted hereunder, sets forth the final and entire agreement between the parties with respect to its subject matter and cannot be changed except pursuant to a writing signed by both parties. No failure by NEBO to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of NEBO in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shall only be applicable to the specific instance referenced in such writing. The relationship between the parties hereto is that of independent contractors, and no agency, partnership, joint venture, employment or franchise relationship between the parties is created hereunder. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement. This Agreement shall, for all purposes, be solely and exclusively governed by and construed and enforced under the laws of the State of Illinois without reference to conflicts of law principles. Except for NEBO seeking injunctive relief to enforce its rights under Section 3(a), 3(b), 5, 6 or 7, any and all disputes relating to this Agreement, Services, Software, Specifications or System shall be brought solely and exclusively in a federal court in the Northern District of Illinois or in State Court in DuPage County, Illinois. All notices under this Agreement must be in writing and shall be deemed given if personally delivered or sent by certified mail, charges prepaid, or by overnight courier service, confirmation of delivery, or by facsimile, with verification of delivery of receipt, to the below-noted address. All provisions which by their terms contemplate continuing effectiveness, including without limitation those in Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement. If any part of this Agreement shall be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found to be void or voidable. If either party brings a legal action to enforce its rights hereunder, the non-prevailing party shall reimburse the prevailing party for all reasonable costs and expenses, including attorney's fees, incurred in connection therewith. NEBO shall not be responsible to Customer for delays or problems caused by circumstances beyond NEBO's reasonable control, including but not limited to acts of nature, governments, terrorism, fire, labor difficulties or shortages, civil disturbances, interruptions of power, supply or communications, provided NEBO takes reasonable efforts to minimize the effects of such acts or events. MEDICARE ACCESS: In order to obtain access to Medicare Part A / Part B eligibility data, Customer confirms that they are a valid Medicare Part A or Part B healthcare provider that holds a valid Medicare NPI. Per The Centers for Medicare and Medicaid Services (CMS) Rules of Behavior regarding access to Medicare Part A / Medicare Part B eligibility data, Customer agrees to the following: • Before requesting Medicare beneficiary eligibility information and at all times after, Customer will ensure sufficient security measures to associate a specific transaction with the specific user (whether employee or agent); • Customer will cooperate with CMS or its agents in the event that CMS has a security concern with respect to any eligibility inquiry; • Customer will promptly inform CMS or one of CMS’s contractors in the event a misuse of “individually-identifiable” health information accessed from the CMS database is identified; and • Each eligibility inquiry will be limited to requests for Medicare beneficiary eligibility data with respect to a patient currently being treated or served by Customer, or who has contacted Customer about treatment or service, or for whom the Customer has received a referral from a health care provider that has treated or served that patient. Customer also agrees to access eligibility information in accordance with the following purposes authorized by CMS: • Verify eligibility for Medicare Part A / Medicare Part B; • Determine beneficiary payment responsibility with regard to deductible/co-insurance; • Determine eligibility for services such as preventive services; • Determine if Medicare is the primary or secondary payer; • Determine if the beneficiary is in the original Medicare plan, a Part C plan (Medicare Advantage) or a Part D plan; and • Determine proper billing. Passport is operating as a vendor agent for Customer, its records, databases, and systems with respect to Medicare Part A / Medicare Part B. Passport is subject to random auditing by CMS, any authorized representative of the State of Tennessee, the U.S. Department of Health, or the U.S. General Accounting Office or their authorized representatives, and that upon confirmation of contract violations, CMS or the State of Tennessee as its agents may require appropriate corrective action and/or terminate access to eligibility data, depending on the nature and degree of the violation. Customer agrees that Passport has the right, for the purpose of verification, to request a copy of, inspect, examine, and conduct an audit of each of Customer’s Electronic Data Interchange (EDI) Enrollment Forms or Electronic Remittance Advice that confirms Customer’s access to Medicare Part A / Medicare Part B funds. Customer also agrees to make those records available for such inspection within 48 hours of receiving the request from Passport. Passport reserves the right to terminate access to Medicare Part A / Part B eligibility data set forth in this addendum upon confirmation of contract violations. The Centers for Medicare and Medicaid Services (CMS) A. The Customer agrees to the following provisions for submitting Medicare claims electronically to CMS or to CMS' carriers, DMERCs, or FIs: 1. That it will be responsible for all Medicare claims submitted to CMS by itself, its employees, or its agents; 2. That it will not disclose any information concerning a Medicare beneficiary to any other person or organization, except CMS and/or its CMS' carriers, DMERCs, or FIs, or another contractor if so designated by CMS without the express written permission of the Medicare beneficiary or his/her parent or legal guardian, or where required for the care and treatment of a beneficiary who is unable to provide written consent, or to bill insurance primary or supplementary to Medicare, or as required by State or Federal law.; 3. That it will submit claims only on behalf of those Medicare beneficiaries who have given their written authorization to do so, and to certify that required beneficiary signatures, or legally authorized signatures on behalf of beneficiaries, are on file; 4. That it will ensure that every electronic entry can be readily associated and identified with an original source document. Each source document must reflect the following information: * Beneficiary's name * Beneficiary's health insurance claim number, * Date(s) of service * Diagnosis/nature of illness, and * Procedure/service performed. 5. That the Secretary of Health and Human Services or his/her designee and/or carriers, DMERCs, or FIs, or other contractor if designated by CMS has the right to audit and confirm information submitted by the provider and shall have access to all original source documents and medical records related to the provider's submissions, including the beneficiary's authorization and signature. All incorrect payments that are discovered as a result of such an audit shall be adjusted according to the applicable provisions of the Social Security Act, Federal regulations, and CMS guidelines; 6. That it will ensure that all claims for Medicare primary payment have been developed for other insurance involvement and that Medicare is the primary payer; 7. That it will submit claims that are accurate, complete, and truthful; 8. That it will retain all original source documentation and medical records pertaining to any such particular Medicare claim for a period of at least 6 years, three (3) months after the bill is paid; 9. That it will affix the CMS-assigned unique identifier number (submitter identifier) of the provider on each claim electronically transmitted to the carriers, DMERCs, or FIs, or other contractor if designated by CMS 10. That the CMS-assigned unique identifier number (submitter identifier) constitutes the provider's legal electronic signature and constitutes an assurance by the provider that services were performed as billed; 11. That it will use sufficient security procedures(including compliance with all provisions of the HIPAA security regulations) to ensure that all transmissions of documents are authorized and protect all beneficiary-specific data from improper access; 12. That it will acknowledge that all claims will be paid from Federal funds, that the submission of such claims is a claim for payment under the Medicare program, and that anyone who misrepresents or falsifies or causes to be misrepresented or falsified any record or other information relating to that claim that is required pursuant to this Agreement may, upon conviction, be subject to a fine and/or imprisonment under applicable Federal law; 13. That it will establish and maintain procedures and controls so that information concerning Medicare beneficiaries, or any information obtained from CMS or its carrier, DMERC, FI, or other contractor if designated by CMS shall not be used by agents, officers, or employees of the billing service except as provided by the carrier, DMERC, or FI (in accordance with §1106(a) of Social Security Act (the Act); 14. That it will research and correct claim discrepancies; 15. That it will notify the carrier, DMERC, FI or other contractor if designated by CMS within two (2) business days if any transmitted data are received in an unintelligible or garbled form. B. The Centers for Medicare & Medicaid Services (CMS) will: 1. Transmit to the provider an acknowledgement of claim receipt; 2. Affix the FI/carrier/DMERC or other contractor if designated by CMS number, as its electronic signature, on each remittance advice sent to the provider; 3. Ensure that payments to providers are timely in accordance with CMS's policies; 4. Ensure that no carrier, DMERC, FI or other contractor if designated by CMS may require the provider to purchase any or all electronic services from the carrier, DMERC, FI or from any subsidiary of the carrier, DMERC, FI or other contractor if designated by CMS of from any company for which the carrier, DMERC, FI has an interest. The carrier, DMERC, FI, or other contractor will make alternative means available to any electronic biller to obtain such services; 5. Ensure that all Medicare electronic billers have equal access to any services that CMS requires Medicare carrier, DMERC, FIs or other contractors if designated by CMS to make available to providers or their billing services, regardless of the electronic billing technique or service they choose. Equal access will be granted to any services the carrier, DMERC, FI, or other contractor if designated by CMS sells directly, indirectly, or by arrangement; 6. Notify the provider within 2 business days if any transmitted data are received in an unintelligible or garbled form. 7. Federal law shall govern the interpretation of this document and the appropriate jurisdiction and venue for appealing any final decision made by CMS under this document. IN WITNESS WHEREOF, the parties' authorized representatives have duly executed this Agreement.

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