SECURE FORMS ORDER "SFO" AGREEMENT

THIS SECURE FORMS ORDER "SFO" AGREEMENT

(the “Agreement”), is made and entered into this day of (the “Effective Date”), by and between Mediprocity Inc. (“Developer”) and (“Customer”). Developer and Customer may each be referred to as a “party” or collectively as the “parties.”

RECITALS

Developer has created and offers for license various downloadable applications and related on-line services for implementing secure messaging for the health care industry (collectively, the “Mediprocity Services”) which includes "SFO".

Customer, by separate agreement, has purchased licenses to access and use the Mediprocity Services with certain customizations to the Mediprocity Services, and Customer desires to retain Developer for future customizations of the Mediprocity Services, all on the terms and conditions of this Agreement.

1. Services. Customer hereby retains Developer to use commercially reasonable efforts to perform software development services to implement customizations, modifications, alterations, or additions to the Mediprocity Services (collectively, the "Services") on the terms and conditions set forth in this Agreement. For the avoidance of doubt, this Agreement shall govern all Services and resulting Work Product (as defined below) created to date by Developer for Customer, all of which shall also be considered Work Product developed via the Services under this Agreement. All future Services and resulting Work Product shall be described on a fully executed written Statement of Work referencing this Agreement (each, a “SOW”). All SOW's are incorporated into this Agreement and made a part thereof, and are subject to its terms. In the event of any conflict between this Agreement and any SOW, the terms of this Agreement shall govern. Developer may subcontract any of the Services, provided that all such subcontractors shall be subject to all non-disclosure and confidentiality obligations of this Agreement and Developer shall be responsible for the performance of all obligations hereunder by any such subcontractor. The subject matter of this Agreement is the Services only, and Customer’s access to and use of the Mediprocity Services, including any Work Product embodied or made available therein, shall be governed by a separate agreement of the parties with respect thereto.

2. Project Management. Each party shall designate a project manager in the applicable SOW as such party's primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services in such SOW. Each such project manager shall be responsible for providing all weekly consents and approvals on behalf of such party under this Agreement. If either party's project manager ceases to be employed by such party or such party otherwise wishes to replace its project manager, such party shall promptly name a new project manager by written notice to the other party.

3. Changes. Either party may, at any time during the Term, request in writing changes to a SOW. The parties shall evaluate and, if agreed, implement all such changes in accordance with the change management procedures set forth in the applicable SOW or as otherwise agreed by the parties in writing. No changes will be effective unless and until memorialized in a written change order signed by both parties.

4. Invoicing and Payment. Unless otherwise provided in the applicable SOW, Developer shall provide all Services on a time and materials basis at the then-prevailing hourly rates of its employees and subcontractors. Developer will provide Customer monthly invoices identifying the time worked and Customer shall pay all undisputed amounts within 30 days after the invoice date. Developer shall invoice hourly work at increments of not more than 0.25 hours. All amounts shall be paid in U.S. dollars. Any amounts not disputed in writing within 30 days after the invoice date are conclusively deemed accepted. Customer shall reimburse Developer for any out-of-pocket costs or expenses. Customer will also pay monthly recurrent fees for use of Mediprocity Services. Failure by Customer to pay any past due amounts is a material breach.

5. Term. This Agreement commences on the Effective Date and continues on month-to-month 30 day term with a 30-day notice to quit. This Agreement will auto-renew every month unless notified in writing with at least 30 days notice. Each SOW shall remain in effect from the effective date set forth therein until the end of the project term set forth therein unless earlier terminated pursuant to this Section 5. Either party may terminate this Agreement at any time by providing at least 30 days’ written notice to the other; provided, however, that the initial term is completed or notice has been given prior to another term renewal. Either party may terminate this Agreement or any SOW for cause if any breach by the other Party remains uncured more than 30 days after receipt of written notice thereof. Customer may terminate any SOW for convenience and incur no further obligation with respect thereto at any time by providing written notice of such termination for convenience to Developer and: (a) with respect to any fixed-fee project, paying a kill fee equal to 25%of such fixed-fee amount; or (b) with respect to any hourly project, paying for all work performed through receipt by Developer of such notice, whether or not invoiced. In the event of any termination or expiration for any reason, the rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement, including but not limited to: Section 8, Section 9, Section 12, Section 13, Section 15, Section 16, and Section 19.

6. Customer Obligations. Customer shall: (a) perform all obligations identified as customer responsibilities in the applicable SOW; (b) provide any Customer Materials (as defined herein) and such other resources as may be specified in the applicable SOW; (c) participate in all meetings scheduled in, or in accordance with, the applicable SOW; (d) provide all consents, approvals, exception notices, and other communications specified in the applicable SOW or otherwise required under this Agreement; and (e) provide all cooperation and assistance Developer reasonably requests to enable Developer to exercise its rights or perform its obligations under this Agreement. Developer is not responsible or liable for any delay or failure of performance caused, in whole or in part, by Customer's delay or failure in performing any of its obligations under this Agreement. The foregoing is in addition to, and not in lieu of, all other remedies Developer may have for any such failure or delay by Customer.

7. Testing; Acceptance. The Work Product provided hereunder shall be made available, tested, and accepted in accordance with the applicable SOW, or, if no such provisions are provided in the applicable SOW, as set forth in this section. Such procedures shall be Developer's sole obligations and Customer's exclusive remedies with respect to the performance of any Work Product.

7.1. Acceptance Testing. Upon completion of any Work Product and before any release is moved to production, the Work Product will be made available f or Customer to conduct acceptance testing for a period of 10 business days or such other time period provided in the applicable SOW or otherwise agreed upon by both Customer’s and Developer’s Project Managers ("Testing Period"). Developer may observe and/or participate in all or any part of such testing. Upon completion of testing, Customer shall notify Developer in writing of its acceptance or, if the Work Product is not in material conformance with the requirements, performance criteria, or other applicable specification(s) set forth in the applicable SOW (the “Specifications” ), Customer shall notify Developer in writing of the non-conformity in reasonable detail, including identifying the specific element of the Specification that is rejected (each, a "Nonconformity" ), the expected test results, and the actual test results. Customer shall not unreasonably withhold acceptance. The Work Product will be conclusively deemed accepted upon the expiration of the Testing Period unless the Customer delivers the foregoing written rejection prior to such expiration.

7.2 Remediation. Following receipt of a rejection notice in compliance with Section 7.1, Developer shall attempt to reproduce each Nonconformity and use commercially reasonable efforts to remedy all Nonconformities that can be reproduced. The remediated Work Product will then be made available to Customer for an additional Testing Period (pursuant to Section 7.1) to confirm that the Nonconformityhas been remedied. This process shall be repeated until Customer accepts the Work Product; provided, however, if Developer is unable to remedy a material Nonconformity after two remediation attempts or it is, in Developer’s judgment, impossible or impracticable to remedy the Nonconformity, Developer may terminate the applicable SOW unless Customer, in its discretion, accepts the nonconforming Work Product as-is.

8. Intellectual Property. Unless otherwise provided in the applicable SOW, all intellectual property rights in and to all customizations, documentation, or other work product resulting from the performance of the Services (collectively, the “Work Product”) shall be owned and retained solely by Mediprocity, and Mediprocity shall exclusively hold all right, title, and interest in and to such work product throughout the world, except to the extent of any Customer confidential information or Customer Materials (as defined below) incorporated or used therein, which shall remain the property of Customer. Customer shall cooperate with Mediprocity, at Mediprocity request and expense, in executing papers and taking such other and further actions as Mediprocity may in its discretion deem necessary or appropriate in recording, perfecting, or enforcing its intellectual property rights in the Work Product. Unless otherwise provided in the applicable SOW, Developer shall have the right to license, sell, transfer, or otherwise commercially exploit the Work Product, except to the extent of any Customer Materials incorporated or used therein.

9. Customer Materials License. “Customer Materials” means all materials and information, including documents, data, specifications, software, content, confidential information, and technology provided or made available to Developer by or on behalf of Customer in connection with this Agreement. As between the parties, Customer is and will remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all intellectual property rights therein, subject to the license granted under this Section. Customer hereby grants to Developer a fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and improvements of the Customer Materials to develop the Work Product and otherwise as necessary to perform the Services here under, and for Developer's general development and delivery of the Mediprocity Services including the Work Product. The term of such license will be perpetual.

10. Warranties. Unless otherwise provided in an applicable SOW, Developer represents, warrants and covenants that:(a) the Services with be performed in a competent and work man like manner; and (b) the Work Product shall conform in all material respects to any Specifications set forth in an applicable SOW. The foregoing warranties apply to the extent of Developer’s original Work Product and no claim of breach shall lie to the extent of any specifications, requirements, instructions, directions, ideas, concepts, work product, information, or Customer Materials provided by Customer. Customer warrants, represents, and covenants that the Customer Materials shall not infringe ormisappropriate the intellectual or other proprietary rights ofany third party.

11. WAIVER OF WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTIES IN SECTION 10,THE SERVICES AND WORK PRODUCT ARE PROVIDED“AS IS” AND DEVELOPER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEVELOPER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE, OR TRADE PRACTICE. EXCEPT FOR THEFOREGOING LIMITED WARRANTIES, DEVELOPER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, WORK PRODUCT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANYOTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SYSTEM, SERVICE, OR PRODUCT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

12. LIMITATIONS OF LIABILITY. IN NO EVENT WILL DEVELOPER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) IN CREASEDCOSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION ;(d) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DEVELOPER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DEVELOPER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO DEVELOPER UNDER THE SOW TO WHICH THE GIVEN CLAIM RELATES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification. This Section 13 sets forth each party’s sole remedy and sole liability and obligation to the other with respect to any actual, threatened, or alleged claims concerning infringement, misappropriation, or other violation of any intellectual property rights of any third person.

13.1 By Developer.

• Developer shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)( “Losses” ) incurred by Customer resulting from any third-party claim, suit, action, or proceeding ( “Third-Party Claim” ) that the Services or Work Product, or any use of the Services or Work Product in accordance with this Agreement, infringes or misappropriates such third party’s valid and enforceable U.S. intellectual property rights, provided that Customer promptly notifies Developer inwriting of the claim and cooperates with Developer at Developer’s expense in the defense and settlement of such claim.
• If such a claim is made or appears possible, Customer agrees to permit Developer, at Developer’s sole discretion, to (A) modify or replace the Service or Work Product, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use same. If Developer determines that neither alternative is reasonably available, Developer may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
• This Section 13.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services or Work Product in combination with other works or materials not supplied by Developer; (B) modifications to the Services or Work Product not made by Developer; or(C) any Customer Materials used or included in the Services or Work Product.

13.2 By Customer. Customer shall indemnify, hold harmless, and, at Developer’s option, defend Developer from and against any Losses resulting from any Third-Party Claim that any Customer Materials infringe or misappropriate such third party’s U.S. intellectual property rights, provided that Developer promptly notifies Customer in writing of the claim and cooperates with Customer at Customer’s expense in the defense and settlement of such claim.

14. Taxes and Insurance. All taxes and insurance obligations of Developer shall be borne by Developer during the Term. All taxes and insurance requirements of Customer shall be borne by Customer during the Term.

15. Confidentiality. “Confidential Information” shall mean all source code, product designs, demos, prototypes, data, reports, forecasts, analyses, technical, marketing, financial and economic information, commercialization and research strategies, methods, techniques, customer lists and identities, employee identities and skills, trade secrets, and know-how disclosed relating to the business and products of Developer and Customer ( each, a “Disclosing Party” ) and disclosed by a Disclosing Party, its agents and/or representatives to the other party ( each, a “Receiving Party” ) directly or indirectly, whether in writing or orally, as well as any information developed as a result of such disclosures, including all studies, compilations, analyses and/or other reports regarding or relating to Confidential Information and/or the Disclosing Party. Confidential Information shall not include information and know-how which (a) can be shown by Receiving Party to have been lawfully in its possession prior to disclosure to Receiving Party hereunder; (b) at the time of disclosure hereunder is, or thereafter becomes, through no fault of Receiving Party, part of the public domain by publication or otherwise; or (c)is lawfully furnished to Receiving Party by a third party without restriction on its disclosure. Each Receiving Party agrees to hold all Confidential Information of a Disclosing Party in confidence and to treat such Confidential Information with the same level of care that the Receiving Party treats its own Confidential Information, but in any event, not less than a reasonable standard of care. Each Receiving Party agrees not to use any Confidential Information for any purpose other than the purposes of performing such Receiving Party’s duties and obligations under this Agreement unless expressly authorized in writing by the Disclosing Party.

16. Anti-Raiding, Non-Compete. Customer agrees that, during the term of its engagement with Developer, and for a period of one (1) year after the termination of such engagement for any reason whatsoever (regardless of which party terminates the relationship), to the extent permitted by law, Customer shall not, directly or indirectly, either individually or through a competitive company or otherwise, solicit, recruit, hire, attempt to hire, interfere with or otherwise accept services from any employee or independent contractor who had worked for or performed services for Customer as an employee or contractor of Developer; without express written permission from Developer, not to be unreasonably refused.

17. Remedies. The parties agree that in the event that either party breaches Section 15 or 16, the non-breaching party shall be entitled to seek an order from any court of competent jurisdiction awarding immediate, preliminary, and permanent injunctive relief, enjoining and restraining the breaching party from violating such provision of this Agreement, without the requirement to post a bond. The parties agree that each party’s remedies for breach of this Agreement by the other shall be cumulative, and the seeking or obtaining of injunctive relief shall not preclude a claim or award of damages or other relief. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of any provision hereof, nor shall any waiver or failure to enforce this Agreement in any way limit the right of either party to enforce this Agreement. Each party agrees that if any portion of this Agreement is found to be invalid, overbroad or contrary to public policy, the same may be modified by a court of competent jurisdiction and shall not have the effect of invalidating this Agreement as a whole or any of its parts.

18. Governing Law, Venue and Jurisdiction. The provisions of this Agreement shall be construed in accordance with the laws of the United States and the State of Missouri. Any legal action or proceeding with respect to this Agreement, any document related hereto or any other legal dispute between Developer and Customer shall be brought in the courts of the United States or the State of Missouri having within its territorial jurisdiction St. Louis County, Missouri. By execution of this Agreement, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The parties irrevocably waive any objection to the laying of jurisdiction or venue (including, but not limited to, any objection based on lack of personal jurisdiction or forum non-conveniens) which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

19. General Provisions.

19.1 Severability. Customer acknowledges and agrees that the restrictive covenants set forth herein are reasonable and valid in geographic and temporal scope and in all other respects. If any court determines that any of the restrictive covenants, or any part thereof, is invalid or unenforceable, the remainder of the restrictive covenants shall not the rebybe affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the restrictive covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. If any provision of this Agreement is not enforceable, the remainder shall survive intact.

19.2 Taxes. No federal, state, or local income tax, Social Security tax or any other tax of any kind whatsoever shall be withheld or paid by Developer on behalf of Customer or any employees of Customer. Customer is solely responsible for all tax consequences to Customer related to this Agreement, the Work Product, or the Services.

19.3 Independent Customer. Customer and Developer agree that Developer shall at all times during the performance of Developer’s duties hereunder be an independent contractor (and not an employee), maintaining sole and exclusive control over Developer’s business, operations, and how the duties hereunder are to be completed.

19.4 Amendments. This Agreement may not be unilaterally amended by either party; no waiver of any right or obligation here in shall be valid, except by a written amendment executed by a duly authorized representative of each party.

19.5 Compliance with Laws. Customer shall comply with all laws, ordinances, rules, orders and regulations of all federal ,state and municipal governments, and of any and all of their departments, divisions, bureaus, agencies and subdivisions applicable thereto.

19.6 Legal Status. This agreement does not create any agency, employment, joint employer, joint venture or partnership between Customer and Developer. Neither party will have the right, power or authority to act for the other in any manner whatsoever and no party shall be deemed or construed to be a third party beneficiary of this agreement.

19.7 Waiver. Failure by either party to enforce one or more of the provisions contained herein shall not be deemed or construed to constitute a waiver of default or waiver of any other violation or breach of any of the terms contained herein.

19.8 Integration. This Agreement supersedes any and all other agreements, either oral or written, and contains the entire agreement of the parties pertaining to the subject hereof. For the avoidance of doubt, this agreement does not supersede or replace the business associate agreemental ready in place between the parties, which shall remain in full force and effect in accordance with its terms.

19.10 Force Majeure. In no event shall either party be liable to the other or be deemed to have breached this Agreement, for any failure or delay in performing its obligations hereunder if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

19.11 Notices. A notice to Customer shall be made to:

Customer:

Notice to Developer shall be made to:

Mediprocity, Inc.
Attn: Mason Rothert
714 Spirit 40 Park Drive, Suite 140
Chesterfield, MO 63005

with a copy, which alone shall not be considered notice, to:

Benjamin J. Siders
Lewis Rice LLC
600 Washington Avenue, Suite 2500
St. Louis, MO 63101

19.12 Counterparts. This agreement may be executed in counterparts, each of which when executed and delivered shall constitute a duplicate original. All counterparts shall collectively constitute a single agreement.

IN WITNESS, WHEREOF, the parties have executed this Agreement on the Effective Date above written.

MEDIPROCITY INC.

Name: Mason Rothert
Title: CEO