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(iv) Actions or conduct that would create a significant impact on the ability of the Physicians, Providers, or Everside to provide medical care and related services within appropriate medical and professional standards (v) After or during the first occurrence of Interference, if any, Everside shall provide with written warning of the interfering action or behavior. If the Interference continues or repeats after the receipt of such warning by Client, Everside may terminate this Agreement by providing Client with ninety (90) days prior written notice. (f) For Failure to Launch. In the event that Everside is unable, due solely to delays on the part of Client, to initiate the Everside Services contemplated herein by six months from the date of signature of the last Party to sign this Agreement, then Everside may terminate this Agreement and Client will reimburse Everside for all costs actually expended on behalf of Client. Client may retain all of the equipment and supplies and all other components of the business obtained using Start -Up Costs. (g) For Violation of F.S. 287.135. Everside certifies that it and those related entities of Everside 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. In addition, if this agreement is for goods or services of one million dollars or more, Everside certifies that it and those related entities of Everside as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. Client may terminate this Contract if Everside is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. Client may terminate this Contract if Everside, 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. 7.3 Effects of Termination. Upon termination of this Agreement in accordance with Section 7.2 of this Agreement, neither Party shall have any further obligation hereunder except for (i) obligations occurring prior to the date of termination, (ii) obligations, promises or covenants contained herein which are expressly made to extend beyond the term of this Agreement, and (iii) professional obligations of Everside Medical Team members to transfer Member care to new providers designated by such Members. Notwithstanding anything in the Agreement to the contrary, final reporting for the Wellness Portal will be provided to Client within thirty (30) days of termination of this Agreement. Client shall be responsible for all incentive programs and remaining Wellness Portal activities not completed at the time of termination. 7.4 Fees Due on Date of Termination. Any Fees due to Everside on or before the date of termination as well as any remaining unpaid balance of the costs as described in Section 5, above, shall be paid by Client on or before the date of Termination. Everside shall provide Client with at least thirty (30) days advance notice of any fees due under this Section 7.4. s: 2022 Berside IiraIII. I C. All rights resmed. COltlldeI l l iii I. 15