|
DocuSign Envelope ID: 67705.E7E-0794-4F3C=AF08-23523789F737
<br />AQA
<br />KannaI.ct"
<br />CHRONIC DISEASE MANAGEMENT MASTER SERVICES AGREEMENT
<br />This Chronic Disease Management Master Services Agreement .("MSA"),, effective this first day ;of October 2021:
<br />("Effective Date"), is entered into by and between Kannact; Inc., having its principal place of business at 2121 N.E. Jack
<br />London St. #200,_ Corvallis, Oregon 97330 ("Kannact"),. and Indian River County("Customer"). Each party is hereafter
<br />collectively referred to as "the Parties" and individually referred to as "Party".
<br />This MSA is intended to cover the parties' obligations with respect to Customer utilizing services provided by
<br />Kannact (hereinafter referred to as the "Transaction"). Subject to this MSA, the applicable services selected by Customer
<br />shall be listed on a Statement of Work ("SOW'), which is hereby incorporated by reference. (collectively, the MSA and SOW
<br />are the "Agreement").
<br />RECITALS
<br />WHEREAS, Kannact is engaged in the business of providing clinical recommendations, behavioral health, coaching
<br />.services, products and technology solutions to assist individuals' with the self-management .of their. health- and wellness,
<br />including management of chronic conditions (e.g., diabetes and cardiovascular disease) and cardiovascular and metabolic.
<br />risk factors.(e.g., high blood sugar, hypertension and obesity) (hereinafter referred to as the "Chronic Care Program") and,
<br />the management of medications associated with those chronic. conditions '(hereinafter referred to as the "Medication
<br />Management Services") (collectively, the Chronic Care Program and Medication Management Services are referred to as the
<br />"Services");
<br />WHEREAS, Customer sponsorsa health and/or medical benefits plan or other similarprogram for the benefit_ of
<br />its employees and their dependents (hereinafter referred to as "Health Plan");
<br />WHEREAS, Customer desires and elects to provide some or all of the Services in the benefits package it offers to
<br />its eligible employees and their dependents who are covered by the Health Plan ("Plan Members"); and
<br />WHEREAS, Kannact shall provide some or all of its Services, as selected by the Customer and identified in the
<br />SOW, .to the Plan Members. pursuant to the terms of -this Agreement, for and on behalf of Customer.
<br />NOW, THEREFORE, in exchange for the promises made hereunder and for other. valuable consideration,the
<br />receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
<br />TERMS
<br />.1.Term and Termination. The initial term of this Agreement ("Initial Term") shall commence on the Effective Date and
<br />continue for twenty-four (24) months from the -Effective Date. The Initial Term and Renewal Term are collectively referred
<br />to herein as the "Term" Except as otherwise provided herein, this Agreement shall be subject to delay should
<br />sufficient data not b.e shared 45 days prior to launch date. Except. as otherwise provided herein, this Agreement shall
<br />expire at the end of the Term and not subject to any auto -renewals. Should both parties wish to.continue with the provided
<br />services post Initial Term it .shall be subject to a new agreement. Thirty (30) calendar days prior to the end of the Initial -
<br />Term and any Renewal Term, Kannact will review its Service Fees (as defined herein) with Customer, and such Service
<br />Fees may be adjusted, upon mutual written consent of the Parties, during future periods that the Services are provided to
<br />Customer.
<br />Notwithstanding any other provision herein, either Party may terminate this Agreement, for its sole convenience
<br />and without cause, as of any date after two hundred and seventy (270) calendar days after the Effective Date by providing
<br />not less than sixty (60) calendar days' prior written notice to the other Party of its intention to terminate this Agreement.
<br />Either Party may terminate this Agreement immediately in the event (i) the other Party commits a material breach
<br />of this Agreement, and such.breach is not cured within thirty (30) business days following Written notice thereof to the other
<br />Party, or (ii) the other Party files or is subject to any voluntary or involuntary bankruptcy, receivership, assignment for the
<br />benefit of creditors or similar proceeding.
<br />The termination or expiration of this Agreement shall not cancel the Customer's obligation to pay any Service Fees
<br />accrued during the Term of this Agreement. Upon expiration or termination of this Agreement, Kannact is under no further
<br />obligation to provide the Services to Plan Members enrolled in Services ("Participants"), and all unpaid Service Fees will -be
<br />due and payable. For the benefit of the Participants, the Parties may mutually agree, in writing, to provide the Services to
<br />
|