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SERVICE AGREEMENT (LUbIINARE SOFTWARE) A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK This Service Agreement ("Agreement's, dated as of January 21t' 2021 ("Effective Date'l, is made by and between Luminare Inc., with a place of business at TMC Innovation Institute, 2450 Holcombe Blvd., Suite X, Houston, Texas 77021 ("Luminare'), and Indian River County Florida with a place of business at 180127th Street, Vero Beach 32960 ("Company'). The parties agree as follows: 1. Service. The parties intend for Company to use Luminare's software services identified in Exhibit B, which is attached hereto and incorporated herein by reference, which services are will be provided to Company as a hosted, software -as -a -service application (collectively, the "Service"). This agreement is specifically for the product and scope as described in Exhibit B. Subject to the terms and conditions of this Agreement, Luminare grants to Company a nonexclusive and nontransferable license to use the Service for the term of this Agreement. Company's use of the Service will be solely for its own internal purposes of the Company, by its employees and any healthcare providers, pharmacists or other .employees who are involved either in patient care or quality management related to patient care and who are authorized by the Company to use the Service at the Company's facility. Company and Luminare shall each comply with their respective obligations that are set forth on Exhibit A, which is attached hereto and incorporated herein by reference. 2. Payment. Company will pay to Luminare the fees and other amounts set forth on Exhibit B or as may be specified in any mutually agreed upon SOW that is signed by both parties and incorporated by reference into this Agreement. All fees and other amounts are exclusive of any sales use or other similar taxes or charges, and Company is responsible for all taxes or charges assessed by any governmental authority in connection with the provision and use of the Service under this Agreement, except for income taxes payable by Luminare. Fees shall be invoiced as set forth in Exhibit B or in the applicable SOW. Unless otherwise specified in Exhibit B or in the applicable SOW, any amount invoiced is due and payable no later than 30 days after the date of invoice. 3. Term; Termination. This Agreement commences on the Effective Date and will remain in effect for the term set forth on Exhibit A. The parties may extend this term by executing a signed modification to this Agreement. Either party may terminate this Agreement if the other Party materially breaches the terms and conditions set forth herein, provided however, that such breaching Party is provided no less than thirty (30) days in which to cure such alleged material breach following actual receipt of the written notice from the non -breaching Party describing the alleged breach in reasonable detail. This Agreement also may be terminated no more than seven days after the U.S. government revokes the employer's rights to collect their employee's Input Data. Sections 4 through 13 of this Agreement shall survive expiration or termination of this Agreement. Company may at any time and for any reason terminate Luminaire's services and work for Company's convenience. (This is a Federal requirement for any agreement over $10,000. Luminare certifies that it and those related entities of Luminare as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. Company may terminate this Contract if Luminare, including all wholly owned subsidiaries, majority- owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.