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vvefs'ide HEALTH- EVERSIDE CLIENT AGREEMENT This Client Agreement (the "Agreement") is made and entered into as of the date of last signature ("Effective Date") by and between Indian River County ("Client"), a county of Florida located at 1801 27h Street, Vero Beach, FL 32960, and Everside Health, LLC ("Everside"), a Delaware limited liability company located at 1400 Wewatta Street, Suite, 350, Denver, CO 80202. Client and Everside are each individually a "Party" and collectively the "Parties" to this Agreement. RECITALS WHEREAS, Everside provides comprehensive primary care medical services to employees and dependents of employees via on-site and/or near -site health centers; WHEREAS, Client maintains a health plan for eligible participating members and desires to offer to its members on-site or near -site primary care services; WHEREAS, Client wishes to offer to its employees and their eligible dependents the comprehensive primary care medical services offered by Everside; and WHEREAS, Client and Everside wish to memorialize their agreement as set forth below. THEREFORE, for good and valuable consideration the sufficiency and receipt of which is hereby acknowledged by the parties, the parties agree to the following terms and conditions: TERMS AND CONDITIONS I . Definitions. The following terms used in this Agreement are defined as follows: 1.1 "Everside Health Center" means the health and wellness center which is built out and managed by Everside on behalf of Client and available for use by enrolled Members. The Everside Health Center hereunder shall be located at an address to be mutually agreed to by the Parties. 1.2 "Everside Services" means Everside's suite of services described in Section 3.1 of this Agreement. 1.3 "Health Center Opening Date" means the date documented on which Members first have access to an Everside Health Center to be agreed to by the Parties. 1.4 "Confidential Information" means (a) any technical and non-technical information related to Everside's business and current, future and proposed products and services of Everside or its existing or proposed affiliates; (b) all intellectual property, discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trademarks, information concerning research, product development or design; (c) business plans or planning, financial information, procurement requirements, engineering and manufacturing information, customer or employee