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DocuSign Envelope ID: 67705E7E-0794-4F3C-AF08-23523789F737 Participants for a specified time period after the termination or expiration of this Agreement, and Customer shall be invoiced and pay all associated Service Fees due during this specified time period. 2.Services. This Agreement sets forth the terms and conditions that will govern the Services provided to Customer. Each SOW shall set forth: (i) a description of the Services to be provided by Kannact; (ii) the PPPM (as defined herein) fees associated with the selected Services; (iii) and such additional terms and conditions as may be mutually agreed upon by Kannact and the respective Customer as it relates to this Transaction. Changes in the Services described in the SOW may be made only by a written amendment to the SOW signed by authorized representatives of the Parties. 3. Fees and Payment Terms. Kannact will, on a monthly basis, invoice Customer an amount based on the Services rendered to Participants on a per participant per month ("PPPM") basis ("Service Fees")in addition to a monthly minimum of $3,5000, or the equivalent of fifty (50) Active Participants. Upon Customer engagement of fifty (50) Active Participants, Service Fees will be based on the number of Participants > 50 which enrolled in Services as of the last day of the preceding month. Customer has authorized to receive a direct invoice and agrees to pay such Service Fees within thirty (30) calendar days of the date of any invoice and reserves the right to transition from direct invoice to medical claims billing provided a sixty (60) day notice to Kannact. Customer hereby acknowledges that it is solely responsible for paying all applicable Services Fees. If .the Customer fails to make any payment within (60) calendar days from the date of Kannact's invoice, Kannact shall have the right to suspend or terminate providing Services. For Kannact `Easy Enroll' Program, Customer will not be billed for agreed upon eligible Members for the initial forty-five (45) -day period following launch, allowing participants to opt=out of the Kannact `Easy Enroll' Program. Customer will only be billed for Members who voluntarily engage within the initial forty-five (45). day period. The Service Fees shall not change — regardless of the testing supplies utilized by a Participant. Participants may request additional testing -supplies at no additional expense to the Customer or Participant providing Kannact's receipt of a copy of prescribing Physician's prescription of such. The Service Fees do not include the cost of any other of Participant's prescribed or over-the-counter medications (e.g., insulin) required to manage their chronic condition. 4.Duties of Kannact. During the Term of this Agreement, Kannact shall make available and provide its Services to all - Plan Members who voluntarily and successfully enroll as Participants. Kannact shall provide Client approved promotional material which may be further provided to Plan Members to create awareness of and encourage enrollment in the Services. Kannact will provide targeted outreach and recruitment strategies direct to the agreed upon eligible Members on the Health Plan. Kannact will report to Customer aggregated and de -identified usage and biometric information on Participant's participation in the Services. Reports will be distributed to Customer in compliance with all applicable regulations. The Parties agree that all such reports shall be treated as Confidential Information (as defined in the Nondisclosure Agreement signed by the Parties) and shall otherwise be maintained in accordance with applicable law. . Kannact will perform detailed analysis of each enrollee to determine eligibility for participation. Eligibility is defined as being eligible on the health plan as stated in the monthly eligibility file received from the client. Eligibility into The Kannact Program is defined as having clinical confirmation of a covered condition; clinical confirmation includes a Medical Diagnosis or Prescription identified via Medical or Pharmacy Claims, Physician Prescription, .or verification, reported Biometric numbers that are considered variable from National Institute ofHealth recommended ranges based on Participant sex, age and risk factors. Should an Individual self-report conditions, Individual will be tracked for up to (90) days to confirm self-reported Condition through Medical and/or Pharmacy- Claims data. S.Duties of Customer. In order for the Services to be successful, the Customer must act in good faith to: (i) offer the Services to all Plan Members at no cost to Participants and as a 100% covered benefit under the Health Plan; (ii) actively promote and co -market the Services to Plan Members and encourage qualified Plan Members to enroll and participate in the Services; (iii) permit Kannact to promote and market the Services directly to Plan Members, through quarterly targeted communication, including mailers, emails, and/or phone calls to Plan Members who are identified as individuals who would benefit from the program; (iv) cooperate with Kannact on actions required to implement the Services, enroll Plan Members, and manage ongoing provision of the Services; and (v) provide and/or ensure that its thud -party administrator (or other approved data sharing entity) provides Kannact with an initial Plan Member eligibility, Medical and Pharmacy claims data files forty-five (45) days prior to program launch. If sufficient, agreed upon, data is not received, Customer agrees that the program launch is subject to delay and may require amended terms prior to launching. Both Customer and Kannact will work in good faith to review alternative options should sufficient data serve as the sole barrier to program launch. 6.Particivant Termination. Customer agrees to pay -the applicable Service Fees for each Participant for the first six (6) months of Participant's enrollment in the Services, regardless of Participant's continued participation. Members disenrolled due to change of eligibility, the last invoice shall be submitted the month immediately following, customer agrees. to pay any remaining balance for supplies delivered that have not been paid for by months enrolled service fees remitted (when and if 2