The following Terms and Conditions apply to the Services Agreement dated ____________________ between the “Client”, as stated in the Services Agreement, and PRAXES Emergency Specialists Inc., a company incorporated in Nova Scotia, with its head office at 5539B Young St, Halifax, NS Canada.  (“PRAXES”):

1. 1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Services Agreement.
   2. Fees. In consideration of PRAXES providing the Materials and Services listed in the Services Agreement, the Client will pay PRAXES the indicated fees. Some fees are payable monthly in advance and are noted as such. All invoices are due and payable in 30 days. Outstanding invoices will incur finance charges of 1.0% per month.

   3.         PRAXES Services:

   • PRAXES represents and warrants that the Health Personnel providing the Services shall be members in good standing of their respective licensing bodies and shall maintain professional errors and omissions insurance as required by applicable law.
   • Medical Records. PRAXES stores and manages all medical information generated by Health Personnel directly engaged by PRAXES. This information is stored in PRAXES’ proprietary PRAXES Connect software system and in paper files, as appropriate. Should the Client make use of the PRAXES Connect software system, the Client and its personnel will be required to accept the Terms of Use for PRAXES Connect, a copy of which are provided at praxes.ca/terms
   4. Client Responsibilities:
      • Client represents and warrants that all health personnel (including but not limited to doctors, paramedics and nurses) used by the Client to provide medical services (collectively, the “Client Health Personnel”) (not including PRAXES Health Personnel) will hold all necessary and current qualifications, professional errors and omissions insurance as required by applicable law and will be members in good standing of their respective licensing bodies at all times during this agreement.
      • Client is responsible for credential verification, hiring, training, and on-going performance review for all Client Health Personnel.
   5. This Agreement will commence on the Start Date (shown in the Services Agreement) and, unless it is terminated before that date, will remain in effect until the later of the End Date (shown in the Services Agreement) or until any rental items and/or Health Staff are returned to the PRAXES offices in Halifax.
   6. Provided it is not in default, either party may terminate this Agreement in whole, but not in part, to the other of such termination.
      • All fees are due and payable by the Client up to and including the Termination date. There are no refunds for fees paid in advance.
      • In the event of the Client terminating this Agreement, should the Client request the transfer or porting of their medical data to another provider or system, PRAXES reserves the right to charge a fee to cover the costs associated with the preparation, transfer, and delivery of such data. The amount and terms of any such fee will be communicated to the Client in advance.
   7. Upon completion of the Term and provided that neither party is in default and neither party has delivered notice to the other to terminate, the parties agree to negotiate contract renewal terms and any fee increases in good faith.

    

   8. Mutual Non-disclosure:
      • Each undersigned party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (including, without limitation, computer programs, business processes, technical drawings, algorithms, names and expertise of employees, business partners, joint venturers, sub-contractors and consultants, know-how, formulas, processes, ideas, innovations, inventions (whether patentable or not), schematics and other technical, business, financial, customers, product development plans, forecasts, strategies, and information), which to the extent previously, presently or subsequently disclosed to the Receiving Party is hereinafter referred to as “Proprietary Information” of the Disclosing Party. Notwithstanding the foregoing or anything to the contrary in these Terms and Conditions, it is expressly understood that nothing shall prohibit or restrict PRAXES’ ability to produce and commercialize market insights and analytics data offerings using data collected by or on behalf of PRAXES in the course of performing the Services, provided such data has been appropriately de-identified for the purposes of applicable data protection laws.
      • In consideration of the parties’ discussions and any access of the Receiving Party to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:
        • The Receiving Party agrees (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials), (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relations with the Disclosing Party, (iv) not to copy or reverse engineer any such Proprietary Information and (v) not to export or re-export (within the meaning of Canadian or other export control laws or regulations), any such Proprietary Information or product thereof.  Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant, employer or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party without restriction, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information.  The Receiving Party may make disclosures required by law or court order provided that the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed, to the extent not prohibited by law, the Disclosing Party to participate in the proceeding.
        • As soon as commercially reasonable after receiving a request by the Disclosing Party, the Receiving Party will turn over to the disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof. The Receiving Party understands that nothing herein (i) requires a disclosure of any Proprietary Information of the Disclosing Party or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
        • These non-disclosure obligations shall be in effect throughout the term of this agreement and for a period of two years after the End Date . Any information obtained during that time period will be safeguarded against disclosure for the entire length of time that it is in the possession of the Receiving Party.

    

   9. All data provided by one party to the other will only be used solely for the purposes intended under this contract and for quality assurance or training purposes and will not be used for any other purpose or disclosed without the prior written permission of the disclosing party. The foregoing is subject to any professional obligations imposed on Health Personnel, including obligations to disclose information to other health personnel, professional governing bodies, private medical insurance companies, and such other disclosure as may be required by law from time to time.

    

   10. The parties agree to comply with all applicable privacy legislation, including but not limited to the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), provincial privacy legislation and the EU’s GDPR legislation, with respect to the collection, storage, protection, and release of personal and health information. Our Privacy Policy is provided at www.praxes.ca/privacy.

   11.   Insurance and Indemnity.

   • PRAXES shall hold and maintain throughout the Term of this Agreement Professional Errors and Omissions insurance of at least $5,000,000 (CDN) per claim for all Health Personnel providing Services pursuant to this Agreement.
   • Client shall also maintain throughout the Term of this Agreement Professional Errors and Omissions insurance of at least $5,000,000 (CDN) per claim for any Client Health Personnel who rely on PRAXES for medical oversight.
   • Each party represents and warrants that it shall maintain throughout the term a minimum of $5,000,000 in commercial general liability coverage and undertakes and agrees to indemnify and hold the other party, its affiliates and each of their respective officers, directors, agents and employees, harmless from all claims, demands, actions, costs, liability and damages that might arise from its negligence and/or breach.
   • Neither party shall be liable for special, indirect, incidental or consequential damages, even if such party has been advised of the possibility of such damages. Each party has a duty to mitigate the damages that would otherwise be recoverable from the other party pursuant to this Agreement by taking appropriate and commercially reasonable actions to limit the amount of such damages.

   12.   Limitations of Liability.

   • Notwithstanding anything to the contrary contained in this Agreement, THE ENTIRE LIABILITY OF PRAXES, ITS OFFICERS, DIRECTORS EMPLOYEES, SUBCONTRACTORS AND AFFILIATES FOR DAMAGES RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS ARISING UNDER THIS AGREEMENT, (WHETHER DIRECT OR INDIRECT, AND REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS), WILL BE LIMITED ON ANY ONE OCCURANCE AND IN THE AGGREGATE IN EACH YEAR TO:

   12.1.1. IN RESPECT OF INSURED LOSSES TO THE MAXIMUM AMOUNT OF PRAXES INSURANCE COVERAGE.

   12.1.2. IN RESPECT OF UNINSURED LOSSES TO A MAXIMUM AMOUNT EQUAL TO THE ANNUAL FEES PAID BY CLIENT DURING THE MOST RECENT YEAR, AND

   • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL PRAXES, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS OR AFFILIATES BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS), EVEN IF PRAXES HAD BEEN INFORMED OF THEIR POSSIBILITY. IN NO EVENT WILL PRAXES ITS REPRESENTATIVES, SUBCONTRACTORS OR AFFILIATES HAVE ANY LIABILITY (WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS) FOR ANY THIRD-PARTY CLAIMS AGAINST THE CLIENT FOR ANY LOSSES RELATING TO THE SERVICES.
   • Client acknowledges that the provision of Services by PRAXES is reliant upon telephone, satellite, internet, software services and other communication links (collectively, the “Communication Links”), provided in whole or in part by third PRAXES SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT OR ANY PARTIES CONTRACTING WITH CLIENT FOR ANY CLAIMS OF ANY NATURE, INCLUDING WITHOUT LIMITED FOR DEATH, BODILY INJURY OF PROPERTY DAMAGE CAUSED BY ANY USE, MISUSE, INTERRUPTION, LIMITATION OR FAILURE OF THE COMMUNICATION LINKS.
   • Emergency Medical Advice for Infusion Clinics – The Services provided by PRAXES Health Personnel in connection with Infusion Clinics is limited to the provision of Emergency Medical Advice to Client Health Personnel with respect to adverse reactions from the infusion of a medication ordered by a third-party ordering physician. Such infusions shall be based on documentation about the medication provided by the Client and/or the pharmaceutical company that manufactures the medication in question. UNDER NO CIRCUMSTANCES SHALL PRAXES, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS OR AFFILIATES BE LIABLE TO THE CLIENT OR ANY THIRD PARTIES FOR ANY DAMAGES RELATED TO THE INFUSION OR APPROPRIATENESS OF THE DRUG PRESCRIBED BY THE THIRD-PARTY ORDERING PHYSICIAN.
   13. Notices.
   • • Any notice required or permitted to be given under this Agreement must be in writing and will be given by personal service or by email to the contact person indicated above. Any such notice, if served personally or by email will be deemed to have been received on the day it is received, or if sent by email, will be deemed to have been received on the business day following its transmittal.
   14. Independent Parties.
   • PRAXES and Client are independent contractors and nothing in this Agreement will constitute either as the employer, principal, partner of, or joint venturer with the other party. Neither party has the authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
   15. Non-solicitation – The parties agree that during this Agreement and for a period of 12 months following termination of this agreement, they will not, solely or jointly with others:
   • • Hire or contract or cause to be hired, contracted any employee or independent contractor of the other party, unless agreed to in writing by the other party, or unless the employee or contractor applies to a publicly posted job with the other party;
     • Solicit or encourage any employee or independent contractor of the other party to terminate employment with or cease providing services to the other party;
     • Induce or attempt to induce any client, supplier, vendor, service provider or other business associate of the other party to cease doing business with the other party or in any way interfere with the relationship between the other party and any of its clients, vendors, service providers or business associates; however, either party may bid on tenders that are issued publicly by any Client;
     • Divulge to any person the names of any of the other party’s clients or business associates except as required by law.
   16. No Assignment.
   • • Neither Client nor PRAXES shall, without prior written consent of the other party, assign or transfer, in whole or in part, the benefit of, or either party’s rights or obligations under this Agreement.
   • • This Agreement is binding on the parties hereto and their respective successors, administrators, and permitted assigns.
   18. Governing Law.
   • • This Agreement will be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein without reference to conflict of laws provisions. Subject to the dispute resolution provisions of this agreement, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Nova Scotia.
   19. Dispute Resolution.
   • • In the event of a disagreement or dispute between the parties in relation to the Services or in relation to the interpretation of this Agreement, the parties shall, in the first instance, endeavor to resolve the disagreement or dispute themselves (or through their representatives).
     • If such dispute or difference is not resolved within twenty-one business days from the date of first notice of the dispute in Section 7.1, then such dispute or difference shall be referred to an arbitrator agreed between the parties or in default of such agreement to be nominated according to the Commercial Arbitration Act of Nova Scotia.
     • The costs of mediation, conciliation and/or the appointment of the arbitrator shall be shared equally between the parties and the arbitrator shall determine which party shall pay any costs subsequently incurred.
   20. Entire Agreement. This Agreement is the entire agreement of the parties
   21. Survival. Any terms or conditions of this Agreement which by their nature should extend beyond the Term, termination or expiry of this Agreement shall survive the termination or expiry of same.
   22. No change or modification to the Agreement will be valid unless it is in writing and signed by both parties.
   23. Paragraph headings in this Agreement are for the purpose of convenience only and will not be used in the interpretation of this Agreement.
   24. The signatories to this Agreement hereby warrant that the person signing this Agreement on behalf of each party has been properly authorized and empowered.

    

   25. Force Majeure