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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />addressee if sent by a nationally recognized overnight delivery service, return receipt requested, and
<br />addressed to:
<br />RIGHTWAY Client: see signature page
<br />Attn: Jordan Feldman
<br />228 Park Ave.
<br />S PMB 42634
<br />New York, NY 10003
<br />E-mail: jordan@rightwayhealthcare.com
<br />A party may change its address for receipt of such notice by providing written notice to the other party, as
<br />specified herein.
<br />Section 10.02. Entire Agreement. This Agreement, including the Business Associate Agreement, and
<br />any other documents referred to herein and attached hereto, constitutes the entire agreement of the parties
<br />with respect to the subject matter hereof and supersedes all prior oral or written representations,
<br />understanding and agreements between the parties with respect thereto. There are no other agreements or
<br />undertakings, written or oral, in effect between the parties relating to the subject matter herein.
<br />Section 10.03. Authority to Contract. Each party represents and warrants that it has the necessary power
<br />and authority to enter into this Agreement and to consummate the transactions contemplated herein. Each
<br />party further represents and warrants that the execution, delivery and performance of this Agreement by
<br />such party does not and will not violate or be in conflict with, result in a breach of or constitute a default
<br />under any commitment, arrangement or agreement of such party.
<br />Section 10.04. Force Majeure. The performance obligations of RIGHTWAY or Client respectively
<br />hereunder shall be suspended to the extent that all or part of this Agreement cannot be performed due to
<br />causes that are outside the reasonable control of RIGHTWAY and/or Client, not reasonably foreseeable,
<br />not caused by acts or omissions of the party affected and that could not have been avoided through a work
<br />around plan. Without limiting the generality of the foregoing, such causes include acts of God, acts of a
<br />public enemy, acts of any person engaged in a subversive or terrorist activity or sabotage, wars, epidemics,
<br />pandemics, fires, floods, earthquakes, explosions, strikes, slow -downs, freight embargoes, market
<br />fluctuations, pricing generally available to RIGHTWAY, and comparable causes. The party claiming force
<br />majeure must notify the other party reasonably promptly in writing of the force majeure condition. The
<br />foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and
<br />as soon as said conditions abate sufficiently to allow the resumption of operations, the party affected thereby
<br />shall fulfill its obligations as set forth under this Agreement.
<br />Section 10.05. Intellectual Property. Except as expressly otherwise provided herein, RIGHTWAY
<br />retains all rights, title, and interest in and reserves the right to use and control the use of its intellectual
<br />property rights in its assets including, but not limited to, its software, reporting packages, user
<br />documentation, operations, procedures, and trademarks and service marks. Client agrees not to use any
<br />such items except as expressly allowed under this Agreement and also not to refer to RIGHTWAY or its
<br />trade name or marks in any publication without the prior written approval of RIGHTWAY.
<br />IV
<br />This document is CONFIDENTIAL AND. PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced,
<br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.
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