License and Support Agreement, dated as of May 6, 2016, by and between Epic Systems Corporation and AHS Management Company, Inc

DEFINITIONS

LICENSE

General. Epic hereby grants You a non-exclusive license to use the Program Property in the United States during the Term, subject to the terms and conditions of this Agreement and the Exhibits hereto. This license may be converted to a perpetual license at Your option as provided in Section 6(b) of this Agreement. You may provide access to the Program Property to Affiliates as described in Section 14, and the license is transferable as provided in Section 13.

Rights to Copy Program Property. You may copy the Program Property as follows: (i) You may make copies of the Code to the extent such copies are required for backup, recovery, or system redundancy to ensure availability of the system to You or for training or testing purposes; (ii) You may copy Workstation Code onto any number of Your workstations for authorized Affiliate Users; (iii) You may create additional Production Directories if You notify Epic and pay Epic the applicable license and maintenance fees in the manner specified in Section 6(e); and (iv) You may modify and reproduce the Documentation and disseminate the Documentation to authorized Affiliate Users of the Program Property to the extent appropriate. You may not otherwise copy the Program Property and will not permit Your employees, agents or any other person under Your control to, or knowingly allow any other person to (and You will exercise good faith and cooperate with Epic if any such other person does), copy the Program Property.

Ownership. The grant of this license does not confer on You any right of ownership to any form of the Program Property (whether Code or Documentation). All Program Property remains the property of Epic.

Sublicense for Third Party Software. You agree to obtain a sublicense to and the maintenance for the Third Party Software and Data used in conjunction with the Program Property. [***] at Epic’s then standard fees for such sublicense and maintenance. [***] You are granted a sublicense to use the Third Party Software and Data as limited by the terms set forth in Exhibit 1(a) and the applicable Third Party Addendum. If “TBD” is listed for the applicable Third Party Software and Data on Exhibit 1(a), then no license is granted until a Third Party Tools Order has been signed by You and Epic and then the license is also subject to the terms of such Third Party Tools Order. Your license to Third Party Software and Data also is limited solely to use in conjunction with Your licensed use of the Program Property. If You would like to obtain a license to future versions and/or additional copies or expanded uses of any Third Party Software and Data, the parties may use a Third Party Tools Order with any changes to the terms of the addenda that apply to such versions or copies specified in the Third Party Tools Order.

DELIVERY

General. Promptly following the date of the Agreement, Epic will deliver to You the Code and the Documentation published and generally released by Epic to its United States customers for the Program Property.

Responsibility for Site. Epic does not sell hardware so that it can remain independent in advising You on Your hardware selection. Therefore, You will be responsible for providing hardware for use with the Program Property and establishing a site for the hardware, assuring reasonably appropriate operating methods and backup procedures, and implementing reasonably sufficient procedures and checks designed to assure data security and accuracy in both input and output and in the event of the need for restart or recovery from malfunction. [***] When You decide to implement a significant Update to the Program Property, [***] Since You may use the Program

INSTALLATION AND TRAINING

General. Epic will assist You in installing and implementing the Program Property and will assist in training Your employees, all in accordance with the Implementation Schedule, [***] Likewise, You will perform Your tasks and activities in the implementation in accordance with the Implementation Schedule, [***] The Implementation Schedule will outline the expected schedule for the implementation of the Program Property. [***]

Project Coordination. In order to facilitate communication, You will designate a project director and Epic will designate an implementation director to coordinate with each other concerning the implementation services [***]

Personnel.

Personnel Generally. You recognize that Epic implementation staff will be comprised of [***] Epic will staff Your implementation team with [***] All individuals on Epic’s project team will be [***]

Replacement of Personnel. You may notify Epic at any time during the implementation of the Program Property that You would like Epic to replace any implementation personnel for the lawful reasons stated in the notice, provided that You have had an opportunity that is reasonable under the circumstances to evaluate the individual’s performance. After receipt of such notice from You, Epic will have [***] in which to [***] In the event that [***] Notwithstanding anything to the contrary in this Section 4(c)(ii), in the event that [***]

Continuity of Personnel. Epic and You acknowledge and agree that continuity of personnel is important to the success of the project. [***]

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Training of Project Team. Your project team will attend standard training courses at Epic based on Epic’s then-current recommendations for training for Your project team. These courses utilize test data, with standard items and standard screens, and settings appropriate for project team members to learn the capabilities of the software. Any budget estimates Epic has provided assume a specific number of project team trainees at various sessions based on Epic’s typical experience for that type of project. You may decide to send additional project team staff for training as needed for Your implementation at the applicable standard training rates subject to Section 4(f).

Training of End Users. Epic will assist Your project team in developing Your end-user-training program as part of the implementation services [***] Except as otherwise agreed in the Implementation Schedule, typically Epic staff members will train Your initial class of physician end users for certain applications. For the next class of end users for those applications and for Your first class of end users for other applications, typically Your trainers will train the class with Epic staff members observing Your trainers and providing suggestions and assisting as needed. Thereafter, typically Your trainers will train the remainder of end-users for each class.

Rates. All installation, implementation, and training services [***] provided by Epic will be at Epic’s standard rates for such services. The current standard rates for such services are listed on Exhibit 4 and will not increase during the first [***] months of this Agreement. [***]

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Implementation Item Amount; Reporting and Budget Assessment.

Implementation Item Amount. Based upon the timeline contemplated in the initially proposed implementation sequence attached as Exhibit 2(a), the tasks contemplated in the sample implementation schedule attached as Exhibit 2(b), and Epic’s experience with other customers, Epic has, in good faith, prepared and provided [***]

Reporting. As part of Epic’s performance of the Implementation Item Services, Epic’s project team holds [***] During Your implementation of the Implementation Items as contemplated in the implementation sequence attached as Exhibit 2(a) as of the date of the Agreement (the “Initial Implementation”), Epic’s team will [***] During Your Initial Implementation, Epic’s team also will [***]

Budget Conferences. If You have any concerns about the activities or progress related to the implementation, or about the costs for the Implementation Item Services exceeding the Budgeted Implementation Amount, Epic and You will mutually develop, if appropriate, a plan of action to address such concerns, and if You do not feel the plan is effective to address Your concerns, You may escalate such concerns using the escalation process set forth in Section 21(b) of the Agreement to ensure that Epic and You are focused on and adequately addressing such concerns. [***]

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Access to Server. You will provide Epic with access to the server(s) on which the Program Property is installed through an IP network connection as reasonably needed by Epic in connection with the performance of its services. This connection may be implemented over one of the following technologies at Your discretion: (1) a LAN-to-LAN IPSec tunnel terminated on [***] and a suitable hardware VPN device at Your site, or (2) comparable technology as agreed to by the parties. The connection between Your server(s) on which the Program Property is installed and an edge router of Your internet service provider will have a minimum available bandwidth of at least 56 Kilobits per second and a maximum average latency of 15 milliseconds. Collectively, the access technology requirement and the connection requirement are the “Minimum Access Requirements.” Each party will be responsible for all necessary hardware and software and line costs on its end, including configuration. Epic may reasonably revise the Minimum Access Requirements from time to time to ensure that access is still adequate given changes in technology. Epic will notify You of any such revisions to the Minimum Access Requirements. You agree to upgrade the access technology and/or connection, at Your sole cost, to meet the Minimum Access Requirements as soon as reasonably practicable, but not later than eighteen (18) months following receipt of written notice from Epic to You of any such change. You also grant to Epic the right of access to the Program Property as reasonably needed by Epic for support and to monitor and maintain efficient Program Property operations. After the First Live Use of an Item of Program Property, it will be Your responsibility to grant access to Your server(s) containing the Program Property or Your data by Epic employees using an appropriate, reasonable password protection system designated by You, and You will provide Epic employees access to Your server(s) only through such password protection system. [***]

Requirement for Availability of Certain Interfaces Before First Live Use.

Claims Processing. If a [***] is licensed to You under the Agreement, You agree that You will not begin First Live Use of the [***] until the claims process mutually agreed to in [***] (whether a manual claims process or a process using an electronic claims interface) has been tested, is operating successfully for Your claims processing and has been approved in writing by both Your senior financial representative for Your claims processing and Epic’s implementation director. In addition, it is important that You use a claims processing clearinghouse in Your initial go-live for electronic claims, in lieu of direct-to-payor electronic claims interfaces. Use of a clearinghouse permits the parties to focus less attention on special claim issues during the period just before Your First Live Use of Resolute. The clearinghouse You use must be able to process HIPAA compliant claims transaction in the most current version of the ANSI X12 837 Professional and/or Institutional format(s). After Your electronic claims have been successfully processed for 6 months following Your First Live Use of the [***]

Lab Interfaces. If an [***] is licensed under this Agreement, You also agree that You will not begin First Live Use of the [***] until results of laboratory tests and procedures can be successfully entered into the database used by the [***] for results reporting (either because the lab interface(s) have been tested and are operating successfully or You are manually entering all results into the system).

General. IF YOU PROCEED WITH FIRST LIVE USE OF A [***] OR AN [***] WITHOUT FIRST ACCOMPLISHING THE APPLICABLE STEPS IN THIS SECTION 4(J), THE WARRANTY PROVIDED IN SECTION 8 FOR THE APPLICABLE [***] OR [***] WILL BE VOID AND YOU WILL BE DEEMED TO HAVE IRREVOCABLY ACCEPTED THE APPLICABLE ITEM. UPON YOUR REQUEST, EPIC WILL VERIFY IF YOU HAVE ACCOMPLISHED THE APPLICABLE STEPS FOR PURPOSES OF THIS SECTION 4(J) PRIOR TO YOUR FIRST LIVE USE OF AN APPLICABLE ITEM.

Regulatory Changes to Claims Forms and Formats. If, during the period that You are participating in the Maintenance Program with respect to Resolute and any other applicable Items or formats, Epic in good faith determines that a change is required to paper claim forms or electronic claims formats because of a change to a federal regulatory requirement, Epic will modify the Program Property to comply with the change and provide the modification to You [***] within a reasonable time to allow You to test the change before the requirement is effective, except that Epic will be allowed a reasonable period from the time Epic becomes aware of the changed requirement to develop and implement the modification in a subsequent release or other periodic Update. If You so request, a billable retrofit will be made available to You. The above procedure does not apply to changes that are due to a requirement of a clearinghouse or other third-party claims processing system or that are not directly a federal regulatory requirement (for example a technical or processing deficiency of that clearinghouse or third-party system).

Other Federal Regulatory Requirements. In addition to the provisions of Section 4(k) above, Epic will make modifications to the Program Property as provided in this Section 4(l) to comply with other changes in federal regulations if:

You have continuously participated in the Maintenance Program from the date of this Agreement with respect to the affected Item;

the change in federal regulation directly relates to the functionality of Epic’s Program Property as it is described in the Documentation Manuals and would result in the operation of the Program Property as described in the Documentation Manuals violating such federal regulation; and

in Epic’s good faith determination such change to the federal regulation requires modification of the Program Property and it would not be technically infeasible or commercially unreasonable to make such modification.

Meaningful Use. As of the date of the Agreement, the HITECH Act provides for certain requirements (including incentive payments and penalties) of healthcare providers making “meaningful use” of “Certified EHR Technology” (as that term is defined as of the date of the Agreement by 42 C.F.R § 495.4). ICSA Labs, recognized by the Office of the National Coordinator for Health Information Technology (ONC) as an Authorized Certification Body (ONC-ACB), has informed Epic that the [***] A certification notification for these two (2) Complete EHRs and four (4) Modular EHRs is attached as Exhibit 12 and provides additional information about the 2014 ONC Edition certifications that Epic has received. For the sake of clarity, in addition to the [***] You may need to license and use appropriate Ancillary Systems and Additional Tools.

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Copyrights, Etc. You hereby waive any copyrights, trade secret rights and other proprietary rights, if any, related to any [***] that You provide to Epic or the [***]

Discontinuation of Participation. If You do not provide Epic with the Support Materials as required by this Section 4(n) or You otherwise choose to discontinue participation in the [***] then You will have no further access to the [***]

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MODIFICATIONS

General. You may request that Epic modify part of the Program Property or develop and provide You with Programming Points Code at any time more than three months after Your First Live Use of the Program Property by using a Change Order or Budget Allocation. You may choose either a fixed-price option or an hourly charge option with an estimate. Payments with respect to any fixed-price Change Order or Budget Allocation will be due upon Your execution of the Change Order or Budget Allocation. Work with respect to non-fixed-priced Change Orders or Budget Allocations will be invoiced as performed.

Rates. Hourly rates will vary depending on the services to be performed. The current rates are listed on Exhibit 4 attached hereto. Such rates will not increase during the first twelve (12) months of this Agreement [***] Additional charges apply for retrofits and rush Change Orders or Budget Allocations as specified in the Change Order or Budget Allocation.

Ownership. Epic tries to generalize requests for changes to the Program Property and then makes the modifications available to all customers as Updates under the Maintenance Program. In this way, You can obtain access to the changes requested and paid for by our many other customers without additional charge to You. For this reason and to allow Epic to properly manage its release process and provide appropriate support, Epic needs to retain ownership to all of the Code and Documentation that it develops. Therefore, the parties agree that Epic will own all Code, Documentation and modifications to the Code or Documentation that Epic develops, and all copyrights, trade secrets and other intellectual property rights with respect to any such Code or Documentation. As used in this Agreement, Epic “develops” Code when it writes the Code for such software and “develops” Documentation when it writes such Documentation.

Retrofits. Modified Code will normally be made available to You through Epic’s standard Update release process unless otherwise agreed to on the Change Order or Budget Allocation. Retrofits are available only to the then current standard version of the Program Property upon Epic’s consent in the Change Order or Budget Allocation. A “retrofit” is a modification to the Code of a previously released version of the Program Property, rather than a modification that is made available in a subsequent release.

PAYMENTS

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Increasing the Licensed Volume. The Program Property license and maintenance fees specified in Exhibit 1(a) are based on the initial Licensed Volume and unless otherwise stated on Exhibit 1(a) are for a single Production Directory. If any Annual Volume exceeds any Licensed Volume, then You agree to pay Epic an additional license fee to increase the Licensed Volume at such time. If You discover that any Licensed Volume has been exceeded, You agree to notify Epic upon such discovery. The Licensed Volume must be increased to at least the standard Licensed Volume level offered by Epic that covers the greater of the Annual Volume for the then current license year or the estimated Annual Volume for the next license year. [***] the additional license fee due is equal to the difference between the then standard license fee for the new Licensed Volume after the increase less the then standard license fee for the Licensed Volume before the increase. Additional maintenance fees based on increased Licensed Volume will be due from the date that the Annual Volume exceeds the previous Licensed Volume. Epic’s standard fees for Licensed Volume for Affiliate Users may vary depending on the relationship You have with the applicable Affiliate User. You will permit Epic reasonable access to Your servers to check counters or run reports to determine the Annual Volume, [***]

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Additional Production Directory Fees. Except as otherwise expressly stated in Exhibit 1(a), the license and maintenance fees specified in this Agreement assume that You are using only one Production Directory. If You would like to create or use one or more Production Directories in addition to Your initial Production Directory, You must [***] pay Epic the then-current standard license and maintenance fees charged by Epic with respect to such additional Production Directories. In order to allow for sufficient set-up time, You must notify Epic in writing that You plan to create or use an additional Production Directory at least sixty (60) days in advance of such creation or use and request [***] Epic’s then-current fee structure [***] for such additional Production Directory. Additional fees may also be required with respect to applicable Third Party Software and Data for any additional Production Directories. [***]

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Third Party Fees. Except as otherwise stated in Exhibit 1(a), license fees for Third Party Software and Data will be due upon delivery, and maintenance fees for Third Party Software and Data are due annually in advance of the applicable maintenance period. Maintenance fees for Third Party Software and Data [***] are subject to change from time to time [***]

Out-of-pocket Expenses. All travel and other reasonable, [***] out-of-pocket expenses sustained by Epic in connection with this Agreement will be billed to You separately as incurred and in accordance with the Epic travel policy attached as Exhibit 14. Any commissions relating to travel (i.e., the typical types of commissions retained by travel agents when booking travel) may be retained by Epic to offset its travel department overhead which is not billed to You. Travel will not be initiated by Epic without Your prior written approval, which will typically include the amount of expected airfare. If You are more than sixty (60) days past due for payment of any out-of-pocket expenses sustained by Epic [***] Epic may in its sole discretion require You to prepay such expenses.

Payment Date; Interest. You will pay all funds due to Epic by the later of: (i) [***] days after [***] the [***] (ii) the payment date specified in the invoice; or (iii) the date such payment is due as otherwise specified in this Agreement. If You owe Epic any Uncontested Amount after the date specified in the preceding sentence, then such Uncontested Amount will accrue interest until paid at the rate of the lesser of one percent (1%) per month or the maximum rate allowed by law. All overdue interest charges may be added to Your maintenance fees. All payments may be applied first to accrued and unpaid interest charges and then to other amounts due to Epic under this Agreement, as determined in Epic’s sole discretion. You agree that if any Uncontested Amounts that You owe to Epic remain unpaid more than [***] days after such amounts are due to Epic, Epic may, in its sole discretion and with [***] written notice to You, suspend the performance of Epic’s installation, training, customization and/or maintenance services under this Agreement until such amounts are paid in full. In addition, if You fail to pay any Uncontested Amount specified in this Agreement [***] due, You will have materially breached this Agreement if such payment remains unpaid for a period of sixty (60) days or more after [***] written notice of default from Epic to You.

Payments Before First Live Use. You agree that You will begin First Live Use of each Item only if at such time there are no Uncontested Amounts due to Epic under this Agreement that are unpaid. Epic may require a license key number to be entered into the applicable Item of Program Property for use of such Item of Program Property for live, production purposes. You agree that Epic will not enable an Item of Program Property for such use by You if You are not current with Your payments [***] to Epic.

Maintenance Fees. During the period You are participating in the Maintenance Program, You agree to pay Epic monthly maintenance fees for each Item for which the Maintenance Program is then in effect. The initial monthly maintenance fee for each Item at the initial Licensed Volume is set forth in

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MAINTENANCE

General. During the term of the Epic Maintenance Program, You will receive the maintenance and support specified in this Section 7. The Maintenance Program has three components: (1) Epic will provide You with consultation and assistance concerning the Program Property by telephone as specified in Section 7(b); (2) Epic will provide You with Updates as provided in Section 7(c); and (3) Epic will provide Program Property error-correction services as stated in Section 7(d).

Consultation and Assistance. Epic will provide consultation and assistance to You by telephone concerning the live operation of the Program Property. Such consultation and assistance is provided by Epic’s technical services staff and will be available 24 hours per day, 7 days per week as provided in Exhibit 7 hereto.

Updates. Epic will make all Updates available to You. You are responsible for the installation of all Updates. Epic will provide You with assistance concerning the Updates as described in Exhibit 7.

Error Correction.

Epic will provide error correction services and respond to requests concerning the correction of any Program Errors, all in the manner set forth in Exhibit 8.

When You report a problem that You believe is a Program Error or Suspected Program Error (as that term is defined in Exhibit 8), Epic will [***] If You repeatedly request Epic’s troubleshooting services to address Non-Program Property Errors that should have been readily diagnosed by Your staff, Epic will escalate its concerns in accordance with Section 21(b) of the Agreement. Once a reported problem has been mutually agreed upon as a Non-Program Property Error, Epic’s responsibility with respect to such Non-Program Property Error will be

Maintenance Requests. You will designate a sufficient number of employees, who will be trained [***] and knowledgeable concerning the Program Property, to serve as a single, centralized help desk that is responsible for contacting Epic concerning requests for service under the Maintenance Program. If direct requests to Epic for services under the Maintenance Program are made by other persons and such requests are not isolated and have been repeated after Epic has informed You [***] of the problem, then Epic may charge You at its then standard rates for such requests.

Term and Termination of Maintenance Program.

Term and Renewal. By execution of this Agreement, You have also contracted for the first full year of the Maintenance Program for each Item of Program Property. The first year of the Maintenance Program for each Item commences upon Your First Live Use of that Item. At the end of the first year and any subsequent renewal term, the Maintenance Program will automatically be renewed for an additional one-year period for that Item unless a party has terminated the Maintenance Program as provided in this Section 7(f). Epic will coordinate Your maintenance payments for all of Your Program Property so that each Item You license has the same maintenance year.

Termination. If You would like to terminate the Maintenance Program, You must notify Epic in writing of Your intention to terminate the Maintenance Program at least [***] days before the expiration of the then current term, [***] If You participate in the Maintenance Program for any Item, then You must participate for all Program Property that are available for use in Your system except Items for which maintenance has not yet commenced and Items to which Your access has been disabled as provided in the following sentence. You may terminate the Maintenance Program for a particular Item if You discontinue use of such Item and permit Epic to employ a key that disables Your access to that Item. If You terminate participation in the Maintenance Program for all Program Property, You must terminate maintenance for the Operating Environment and the Third Party Software and Data sublicensed through Epic. In addition, if Epic increases the maintenance fees for any Item of Program Property [***] You may terminate the Maintenance Program, [***] as to all Items of Program Property [***] by providing Epic with notice of such termination within [***] days after the earlier of the date Epic notifies You of or bills You for the increased fees. Such termination will become effective upon the later of [***] days after You notify Epic of the termination or the effective date of the maintenance fee increase. If You terminate the Maintenance Program because of a fee increase, then the increase will not become effective for the period prior to the termination.

Re-Enrollment. If You terminate the Maintenance Program for any reason and You later seek to re-enroll, You will be subject to the then current re-enrollment fees and terms charged or required by Epic. If You do not participate in the Maintenance Program, then any services provided to You by Epic that are normally covered by the Maintenance Program will be billed to You at the then current rates Epic charges for such services to those Epic

Staying Current.

During the Maintenance Program, You will continue to install and use: (1) the Current Version of each Item of Program Property; (2) the most current version of the operating system supported by such version for the hardware that You are using, and (3) the most current version of the Operating Environment software, the KB SQL software and, if applicable, the most current version of the Business Intelligence Software and the Clarity RDBMS Software supported by such version of the Program Property for the hardware that You are using, all subject to the Applicable Transition Period (“Staying Current”). As of the date of this Agreement, the “Applicable Transition Period” begins on the release date for the newer version and continues for 18 months unless You have licensed and begun First Live Use of both Inpatient Items and Ambulatory Items, in which case the Applicable Transition Period will instead continue for 24 months from the release date; provided that if the [***] Epic may modify the Applicable Transition Period from time to time in connection with changes to Epic’s standard release cycle, provided that (1) Epic will [***] and (2) [***]

During the Maintenance Program, if You are more than [***] days delinquent on any Uncontested Amount due to Epic, You agree that Epic may suspend its performance of the maintenance services set forth in this Section 7 [***] until such time as You have become current in Your payments to Epic.

Epic agrees that it will make the Maintenance Program available for all Items of Program Property for at least ten (10) years after the date of this Agreement. Epic may terminate the Maintenance Program for any Item effective beginning no earlier than ten (10) years after the date of this Agreement, by providing You with notice of such termination at least [***] prior to the effective date of the termination.

Termination of the Maintenance Program under this Section 7(f) does not terminate Your license to use the Program Property.

Third Party Software Maintenance. With respect to Third Party Software and Data for which a maintenance fee is charged, the maintenance programs for such Third Party Software and Data begin thirty (30) days after delivery of such software to You, except as may otherwise be stated in Exhibit 1(a) or in the applicable Third Party Addendum or Third Party Tools Order. You will contact Epic with respect to any consultation or assistance requests relating to any of this Third Party Software and Data. During the maintenance period for such Third Party Software and Data, Epic will respond to inquiries either by consulting with and assisting You directly, if possible, or by contacting the owners/publishers of the applicable Third Party Software and Data to obtain any additional consultation or assistance that is necessary. You must participate in the software maintenance programs for all of this software during any period that You are participating in the Maintenance Program.

Performance Monitoring. Epic may analyze usage and other trends to allow Epic to proactively suggest adjustments to enhance performance or avoid latent performance issues before they arise. Therefore, Epic may as part of the Maintenance Program monitor and collect Performance Data relating to Your use of the Program Property. Epic usually can efficiently collect this data by receiving automated e-mails from Your system and You and Epic agree to work together to establish this or other automated processes. You agree that Epic may use the Performance Data in any reasonable manner in connection with Epic’s operations, but will not disclose the Performance Data to others except in a manner that does not reasonably identify You as the source of the Performance Data. [***]

WARRANTY

General. Epic warrants that [***] during the Warranty Period, You notify Epic (in the manner specified in Section 19) that an Item of Program Property contains a Substantive Program Error, and such notice specifically refers to this Section or states that it is providing notice of a warranty problem and describes each Substantive Program Error, then Epic will either correct such Substantive Program Error or provide a Reasonable Workaround for such Substantive Program Error as provided in Section 8(c). Epic also will use its best efforts to correct any Program Errors other than Substantive Program Errors that You report to Epic [***] during the Warranty Period [***]

Responses to Warranty Service Requests. During the Warranty Period, Epic will respond to requests for warranty service as provided in Exhibit 8.

Cure Periods. Epic will have an initial cure period of [***] days after [***] to correct or provide a Reasonable Workaround for any Substantive Program Error that is reported to Epic [***] You will have an additional thirty days from receipt of the correction or Reasonable Workaround to notify Epic of either: (i) any Substantive Program Errors in such Item that were reported to Epic [***] but which You believe have not been cured by Epic; or (ii) any new Substantive Program Errors in such Item arising out of the correction or Reasonable Workaround. Such notice will be provided in the manner specified in Section 19, will specifically refer to this Section or state that it is providing notice of a warranty problem and will describe each Substantive Program Error. Epic will then have an additional cure period of fifteen days after such notification to correct or provide a Reasonable Workaround for any Substantive Program Errors.

Modified Code. If You select the fixed price and warranty option on the applicable Change Order or Budget Allocation, Epic also provides a warranty with respect to Substantive Program Errors in modified Code provided under that Change Order or Budget Allocation. Such warranty will have the same provisions as Sections 8(a) and 8(c), except that the warranty period will be the [***] day period after delivery of such

Correction of Program Errors After Warranty Period. After the Warranty Period (as long as You continue to participate in the Maintenance Program), the correction of Program Errors (other than those for which You notified Epic [***] pursuant to Sections 8(a), (c) and (d)) will be governed by the terms of the Maintenance Program as provided in Section 7 rather than the warranty specified in this Section 8.

Limitations. In no event will Epic bear any responsibility for any errors or damages of any kind caused by or resulting from defects in the hardware [***] input errors, third party criminal acts or changes to the Program Property made by You [***] by anyone other than Epic [***] will relieve Epic of any and all obligations under this Section 8 and Section 9. [***]

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Disabling Code. Epic warrants that the Program Property does not contain any Code designed by Epic to intentionally interfere with the normal operation of the Program Property after its First Live Use for the purpose of enforcing any of the provisions of this Agreement. After Your First Live Use of a particular Item of Program Property, Epic agrees that it will not disable Your use of such Item of Program Property for purposes of enforcing any provision of this Agreement without first obtaining an appropriate court order to do so.

Ownership. Epic warrants that it is the lawful owner of the Program Property, or, to the extent Epic is not the lawful owner of the Program Property, it has all rights necessary for it to license the Program Property to You under this Agreement. [***]

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Power and Authority. Each party warrants that it has the corporate right, power, and authority to enter into and fulfill the obligations set forth in this Agreement.

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NO OTHER WARRANTY. THE ABOVE EXPRESS LIMITED WARRANTIES ARE EXCLUSIVE AND ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY IMPLIED WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAM PROPERTY OR AGAINST INFRINGEMENT. YOU ACKNOWLEDGE THAT NO EMPLOYEE OF EPIC OR ANY OTHER PARTY IS AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTY NOT IN THIS AGREEMENT.

TESTING AND ACCEPTANCE

General. As is the case with very complex computer software, the Program Property is likely to contain some errors. Both Epic and You must test for errors both in the Program Property and in any Updates as delivered. You are responsible for all

Rejection. You may reject any Item of Program Property, but only if it contains a Substantive Program Error, by giving Epic explicit written notice of such rejection before the end of the Warranty Period for that Item of Program Property. Any notice of rejection must be provided to Epic in accordance with Section 19, contain a specific reference to this Section 9(b) or state that it is providing notice of a rejection, and describe each Substantive Program Error for which You are rejecting the Program Property. The same cure periods specified in Section 8(c) also apply to a cure under this Section 9(b). If an Item of Program Property is properly rejected and the Substantive Program Error is not cured within the applicable cure periods, then Your exclusive remedy will be as specified in Section 8(g) [***]. If an Item of Program Property is not properly and timely rejected as specified in this Section 9(b), then that Item of Program Property will be deemed to have been irrevocably accepted by You. Upon actual or deemed acceptance of an Item of Program Property, that Item will be deemed to conform to the requirements of this Agreement for the purposes of Sections 8 and 9.

LIMITATIONS OF LIABILITY

GENERAL.

NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR RELATING TO ANY SERVICES, SOFTWARE, REPORTS, OR OTHER

UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S MAXIMUM LIABILITY, IN TOTAL FOR ALL CLAIMS, EXCEED THE GREATER OF [***] (IN EITHER CASE WHETHER THE LIABILITY ARISES UNDER OR RELATES TO [***]

THE LIMITATIONS IN THIS SECTION 10(a) will not apply to [***] OR [***] (INCLUDING, IF YOU USE THE [***] OR OTHER RESTRICTIONS SET FORTH IN THE AGREEMENT, [***]

Force Majeure. No liability will result to You or Epic from delay in performance or nonperformance caused by circumstances beyond the reasonable control of You or Epic including, but not limited to, acts of God, fire, war, terrorism, acts of a common enemy, third party criminal acts, civil disturbance, embargo, any law or governmental regulations or labor dispute (other than labor disputes between the non-performing party and its own labor force) (any such circumstances a “Force Majeure Event”), and the period of performance will be deemed extended to reflect such delay as agreed upon by the parties hereto. The affected party will keep the other party reasonably informed about the status of the event and use all reasonable efforts under the circumstances to resume timely performance. In the event a Force Majeure Event prevents either party from complying with its obligations under this Agreement in a manner that would otherwise be considered a material breach for more than sixty

Timing of Actions. Neither party will commence any action before an arbitrator or arbitrators (if this Agreement provides for arbitration) or in a court of law for any matter arising under this Agreement or otherwise regarding or in any way related to any Item of the Program Property or services provided to You by Epic more than [***] after the date the applicable cause of action first arises; except that any Claim for contribution, defense or indemnification arising out of a Claim from a third party with respect to any action or claim brought by such third party will be commenced no more than [***] after the date of actual knowledge of such third-party Claim. For purposes of a cause of action that arises under Sections 8(a), (c) or (d) or Section 9(b), the applicable cause of action will be considered to have first arisen upon the earlier of written notice from You of the applicable Substantive Program Error and the end of the Warranty Period for the applicable Item. The passage of any [***] period will be tolled during all informal escalation processes exercised by the parties pursuant to Section 21(b) that are in any way related to the dispute that gives rise to the cause of action, such tolling period not to exceed the lesser of (i) the number of days during which the informal escalation process occurred, such process being deemed to end upon the earlier of the date the last meeting or discussion in the informal escalation process occurred or the date the party bringing the claim refused to reasonably schedule further discussions pursuant to the informal escalation process, or (ii) [***]

PROGRAM PROPERTY PROTECTIONS

General. You will not, and will not permit Your employees or agents, or any other person or party, to do any of the following:

Reverse engineer any of the Program Property or any part thereof; or

Use the Program Property to create a second independently operating application or database using the Program Property so that any limitations on use, such as Your Licensed Volume, may be avoided (except as may be permitted for additional Production Directories if You pay applicable fees pursuant to Section 6(e)).

Copyrights and Trademarks. You agree not to remove, modify or diminish any Epic or third party trademarks or copyright or trademark notices contained in any Program Property or any Third Party Software and Data. To the extent practical, You further agree to affix and maintain the copyright and trademark notices of Epic on all permitted backup or multiple use copies made of the Program Property. If You customize the appearance of any Program Property in Your system (including Epic’s MyChart, EpicCare Link, PlanLink, Radar, OutReach, Welcome or Hyperspace), You agree to display Epic’s logos and other trademarks in a manner, style and location that conforms to the requirements specified in Epic’s then-current Documentation for such Program Property.

Confidentiality. You understand and agree that Epic Confidential Information (including the Program Property) contains certain confidential information protected by operation of law and this Agreement. Consistent with that understanding and to protect the rights of Epic, You agree that You will:

Maintain in confidence any Epic Confidential Information; except that to the extent disclosure of Epic Confidential Information is required by law or court order, You may disclose Epic Confidential Information; provided that You provide Epic with prior written notice of such required disclosure and reasonably cooperate with Epic to limit such disclosure.

Limit access to the Program Property to Your Affiliate Users in the United States.

Store all copies of the Program Property in a secure place. You may create and use web-based and computer- based training curriculums to supplement the instructor-led training provided to end users. In providing web, computer, CD, DVD or other electronic access to materials containing descriptions of Epic software or its use, You will use Epic-approved security technology designed to ensure that access is provided only to the intended trainees and You will track access to such materials to ensure the access is limited to the intended trainees.

Either: (1) require any person given access to the Program Property to execute a written agreement (which may be Your standard employee agreement if it applies these protections to the Epic Confidential Information) requiring non-disclosure of Epic Confidential Information, and limiting the use of such information to uses within the scope of the employee’s duties; or (2) inform all of such persons that You are obligated to keep Epic Confidential Information (or generically any vendor’s confidential information) confidential and that it is Your policy to keep all such information confidential.

If You discover that anyone who has access to any Program Property made available to You under this Agreement is assisting directly or indirectly in the development or enhancement of software that competes with, or is being developed to compete with, any Program Property, promptly discontinue such access to such person.

Notify Epic promptly and fully in writing of any person, corporation or other entity that You know has copied or obtained possession of or access to any of the Program Property without authorization from Epic.

Third Party Assistance. If You or any of Your Affiliates want a third party to provide assistance related to the use, implementation or maintenance of the Program Property (including without limitation business process outsourcing, staff augmentation, training, support or hosting) or otherwise want to provide it with access to Epic Confidential Information, You will not permit such third party to have access to the Program Property or other Epic Confidential Information unless such third party and any of its employees who have access have in place at the time of such access an agreement with Epic that at a minimum provides that such third party and employees will not develop, design or enhance or assist any other person or entity in developing, designing or

YOUR CONFIDENTIAL INFORMATION

Confidentiality. Epic understands and agrees that Your Confidential Information (including Protected Information) contains certain confidential information protected by operation of law and this Agreement. Epic will not (i) disclose to any individual, entity, or other third party any of Your Confidential Information, except: (a) as required by law or court order (provided that Epic will provide You prior written notice of such required disclosure and reasonably cooperate with You to limit such disclosure) or (b) with Your consent; or (ii) use any of Your Confidential Information except in accordance with the exceptions in this Section 12(a) or in connection with the performance of Epic’s obligations or exercise of its rights under this Agreement.

Business Associate Exhibit. In order to address the requirements of certain regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the parties agree to the terms of the Business Associate Exhibit that is attached as Exhibit 5 hereto.

YOUR RIGHT TO TRANSFER THIS AGREEMENT

General. You may assign this entire Agreement either to any Owned Entity or pursuant to a complete assignment in conjunction with the transfer by sale of substantially all of Your assets to a successor organization if the Owned Entity or successor organization accepts in writing an assignment of this Agreement and agrees to be bound by all of its terms and the Owned Entity or successor organization is not an Epic

Divestiture. If, during the Term of this Agreement, an Owned Entity is no longer an Owned Entity by reason of sale, transfer, merger or otherwise (a “Divested Entity”), then at least thirty (30) days prior to the transfer, You will notify Epic in writing of the identity of the Divested Entity, the name of the entity purchasing or acquiring control of such entity (the “Purchaser”), if any, and its address, and the date of such transfer of control. You will also provide any additional information related to the transfer that is reasonably requested by Epic. For the avoidance of doubt, the identities of the Divested Entity and any Purchaser and any disclosed terms of such transaction shall be deemed Your Confidential Information unless otherwise excluded in any of clauses (a)-(e) of the definition of Your Confidential Information.

Transition Services. In the case of a Divested Entity that had begun First Live Use of the Program Property prior to its divestment but that does not enter into a Standalone Agreement with Epic (defined in Section 13(b)(ii) below), at [***]

[***]

USE OF PROGRAM PROPERTY BY AFFILIATES

General. You may provide any Affiliate with access to and the right to use the Program Property, subject to the terms and conditions below and elsewhere in this Agreement:

To preserve Epic Confidential Information from competitors, You will not allow access to any individual or entity which licenses software to health care facilities (or any other potential competitor of Epic) without Epic’s prior consent.

You will provide access only to Affiliates, including employees, who reasonably require access to the Program Property in order to make proper use of the accessed Program Property in Your and Your Affiliate Users’ health care delivery operations (and only to the extent such access is so required).

You will grant access to a non-employee Affiliate only as an end user. You will not give any non-employee Affiliate access to any source or object code of the Program Property other than Workstation Code.

Any rights of Affiliate Users will be subject to all of the restrictions, limitations and conditions provided in this Agreement. You will have the same responsibility to Epic for the actions and omissions of any Affiliate User as You would have if they were Your actions or omissions.

Single Licensee.

Except as may otherwise be provided in this Agreement or in the applicable fee quote with respect to additional Production Directories or Licensed Volume, for purposes of construing the terms and conditions imposed by this Agreement, all Affiliate Users will be combined with You and treated as a single licensee. For example, but without limitation: (1) except as provided in the definitions of Volume and Licensed Volume in Appendix A, all Volume with regard to You or any Affiliate User will be aggregated for determining whether You have exceeded the Licensed Volume; (2) no additional copies of the Program Property will be provided to any Affiliate Users (except applicable Workstation Code); (3) all maintenance, training, installation, support, requests for customization and the like will be conducted through the responsible employees designated by You to contact Epic; and (4) You will be responsible for all payments to be made to Epic with regard to the activities of any Affiliate User, including without limitation any increases in license fees or maintenance fees attributable to the Affiliate User’s Volume and any services provided by Epic directly or indirectly to any Affiliate User.

Any termination of this Agreement or any license granted in this Agreement will also terminate the corresponding rights of any Affiliate User.

INDEMNIFICATIONS

Intellectual Property Indemnification. Epic agrees to defend or settle, and to indemnify and to hold Your Indemnitees harmless from, any Claim brought against any of Your Indemnitees to the extent that: (1) it is a Claim of infringement or misappropriation of any patent, copyright, trademark, trade secret (excluding trade secrets provided by Your Personnel to Epic), or other intellectual property right, in each case enforceable in the United States; (2) it is based on the Program Property in the form supplied to You by Epic; and (3) it is not based on the use of the Program Property in combination with other hardware or software except to the extent the use of the Program Property alone would constitute an infringement or

procure the right for You to continue to use the infringing Item of Program Property; or

modify or replace the infringing Item of Program Property or such portion thereof as is appropriate as long as such modified or replaced Program Property has substantially similar or better capabilities; or

modify, replace or remove the infringing Item of Program Property or such portion thereof as is appropriate such that the resulting Program Property has capabilities substantially similar to or better than the last non-infringing release (including but not limited to replacing the infringing Item with such prior release or version of such Item);

modify the infringing Item of Program Property or such portion thereof as is appropriate to provide You with a product that may have less functionality but is non-infringing. Epic will use its best commercial efforts to minimize the elimination of functionality, and where commercially practicable to replace eliminated functionality with non-infringing substitute functionality or other workaround solutions. If there is a material reduction in functionality as a result of Epic’s use of the remedy in this Subsection, then You will have the option to terminate the license and Maintenance Program related to such Program Property; or, if Epic determines that none of the foregoing is technically feasible or commercially practicable,

terminate Your license to the infringing Item of Program Property. Upon termination by either Epic or You, as applicable, in accordance with Subsection 15(a)(iv) or this Subsection 15(a)(v), You will cease use of the Program Property for which the license was terminated and will return such Program Property to Epic, Epic will repay to You the Attributed License Fee Paid for such Item of Program Property less depreciation calculated on a straight line basis over a ten (10) year period from the date of execution of this Agreement, the unpaid amount of the Total Term Payment Amount will be reduced by the Attributed License Fee Outstanding for that Item and the unpaid Perpetual License Conversion Fee will be reduced by the Attributed Perpetual License Conversion Fee Outstanding for that Item.

Clinical Products. The Program Property is a sophisticated tool for use only by trained personnel, and it is not a substitute for competent human intervention and discretionary thinking. Therefore, You and Your Personnel will do each of the following (collectively, the “Customer Responsibilities”):

Enter information into the Program Property accurately and completely.

Read information displayed or transmitted by the Program Property accurately and completely.

Ensure that Your Personnel are trained on and operating the Program Property in accordance with the Documentation Manuals.

Be responsible for decisions in configuring the Program Property, including with respect to workflows and enabling or disabling features and functionality, and regarding Support and Other Materials, Third Party Products and other products and services in Your environment.

Confirm the accuracy of life threatening information and important results that are accessed or stored through or in the Program Property in the same manner that such information and results would be confirmed or verified if they were in paper form and as would otherwise be confirmed or verified if Your Personnel were using applicable standards of good medical practice. For example, Your Personnel must verify allergies, current medications, relevant histories and problems with the patient and confirm questionable results (including lab pathology and radiology results) with the applicable department using applicable standards of good medical practice to no less a degree than if Your Personnel were using paper records.

Report to Epic promptly all Program Errors and suspected Program Errors and other problems related to the Program Property that Your Personnel know or should know could adversely affect patient care. If any of Your Personnel are alerted to such a problem, Your Personnel will immediately alert all of Your Personnel whom Your Personnel know or should know could be affected by the problem; educate Your Personnel about the problem, including affected workflows, known workarounds and potential impacts; take all measures reasonably likely to avoid or mitigate such impacts, including implementing additional safeguard procedures, deploying other available workflows or functionality and turning off the Program Property functionality related to the problem; and promptly install an Update that helps avoid or mitigate any impact on patient care promptly following the Update being made available.

Test the Program Property in Your environment before release into production (including validating all Support and Other Materials, Third Party Products and other products and services in Your environment), and You will not permit use until You have reasonably assured Yourself of accuracy, completeness and appropriateness for Your environment.

Maintain disaster recovery and system unavailability policies and procedures for any systems related to Your operation and use of the Program Property that will permit You and Your Personnel to provide patient care in the event of a disaster or system unavailability, train Your Personnel on such policies and procedures and promptly utilize them if You encounter any event that results in unavailability for any such system.

Use the Program Property only in accordance with applicable standards of good medical practice.

Misuse of Third Party Product. You agree that You will use Third Party Products only in accordance with the permitted or licensed use of such Third Party Products and You agree to defend, indemnify and hold Epic Indemnitees harmless from any Claim by or on behalf of any third party which is brought against Epic Indemnitees arising out of (i) any use by You in violation of any Third Party Product license agreement or this Agreement or the applicable third party addendum attached to this Agreement, or (ii) unless such activity is licensed to You under this Agreement or the agreement between You and the applicable third party with respect to the applicable Third Party Product, any infringement of any third party’s rights with respect to such unlicensed use, copying, modification, distribution, display or other activity relating to any Third Party Product

General Tort Indemnity. Each party agrees to defend or settle, and to indemnify and to hold the other party and its Indemnitees harmless from, any Claim brought by a third party for death, bodily injury or damage to tangible personal property, all to the extent (i) such death, injury or damage is proximately caused by negligence, recklessness or willful misconduct by the Indemnifying Party (as defined below), and (ii) the Claim is not specifically related to the operation (including without limitation the design, programming, implementation, maintenance or use) of the Program Property. The party requesting indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) in writing of any Claim subject to this indemnification, promptly provide the Indemnifying Party with the information reasonably required for the defense of the same, and grant to Indemnifying Party exclusive control over its defense and settlement; provided, however, that the Indemnifying Party may not make any admission on behalf of the Indemnified Party without its consent.

TAXES

TERM AND TERMINATION

General. This Agreement and the licenses granted hereunder will continue in effect until the end of the Term unless and until this Agreement or the applicable license is terminated solely as provided in this Section 17 or in Sections 8, 9 or 15(a) or as expressly provided in another section of this Agreement.

Termination Upon Bankruptcy, Insolvency and the Like. Subject to applicable bankruptcy and insolvency laws, if either party (i) ceases the active conduct of business; (ii) voluntarily becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; (iii) has filed against it an involuntary petition for bankruptcy that is not dismissed within sixty (60) days of filing; (iv) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority; or (v) winds up or liquidates its business, voluntarily or otherwise, then the other party may, at its sole option, terminate this Agreement immediately upon notice to the other party. All licenses granted to the Program Property under this Agreement by Epic to You are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Code. If You continue to meet Your obligations under the Agreement, the parties agree that You, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of Your rights and elections under the Code, in the manner provided in the Code and subject to the requirements specified in the Code

Termination Upon Material Breach; Cure Periods. A party (the “Notifying Party”) may terminate this Agreement for a material breach by the other party (the “Breaching Party”), but only if the Notifying Party first provides written notice of such breach to the Breaching Party as provided herein and the breach has not been cured within [***] days after the Breaching Party receives such notice. The notice will be provided in the manner specified in Section 19, will reference this Section 17(c) or state that it is a notice of material breach, and will describe each material breach of the Agreement in reasonably sufficient detail to permit the Breaching Party to cure the breach. Neither party may terminate this Agreement for a material breach until the foregoing periods have expired. Termination and cure periods with respect to the provisions of Sections 8, 9 and 15(a) are covered under such Sections and this Section 17(c) will not apply to those sections.

Effect of Termination.

If this Agreement or the license to any Item of Program Property is terminated for any reason, then You will return all copies of the applicable Program Property (including the Code and the Documentation) to Epic, or destroy such copies and certify to Epic that such actions have occurred, within thirty (30) days of the effective date of termination or, if applicable, upon the expiration of the Termination Transition Period (as defined in Section 17(d)(ii)). In addition, upon the termination of this Agreement for any reason and following the end of the Termination Transition Period if any, Epic will [***] or [***] provided that to the extent such [***]

Transition Assistance. Except for termination of this Agreement as a result of Your material breach, if either party terminates this Agreement in accordance with the terms herein, Epic will, [***] and [***] The “Termination Transition Period” means the [***] period from the effective date of the termination if the Agreement is terminated for any other reason than Your uncured material breach. During any Termination Transition Period, You may use the Program Property in accordance with this Agreement and Your use as of the effective date of such termination, but You may not extend or increase the use of any Item of Program Property or receive any customizations, retrofits or other special changes to any Item of Program Property. In addition, during the Termination Transition Period, You may continue to take part in the Maintenance Program assuming full payment of all maintenance fees and other fees, but [***] You agree to provide Epic with reasonable advance written notice of any requests for cooperation, and the parties will in good faith

In the event of termination of this Agreement for any reason, without limiting Epic’s other remedies, You will remain liable to Epic for all Uncontested Amounts for fees and service charges accrued prior to such termination [***]

Survival. The provisions of Sections 2(c); 4(n)(iii) and (v); 5(c); 6 (to the extent applicable relating to use or obligations prior to termination [***] 7(h) (for Performance Data collected before termination and [***] 8(f),(g),(i) and (n); 10-12; 15-16; 17(b), (d) and (e); and 18-21 will survive termination or expiration of this Agreement.

SOURCE CODE; EXTENSIONS

Delivery and Use. Epic will provide You with a copy of the source Code for the Program Property, as well as descriptions of proprietary data structures and program service calls that are not published for public use. You may use the source Code, proprietary data structures and non-public program service calls only for Your internal maintenance of the Program Property. You will not use, transform, modify or adapt any of the above for any other purpose or to assist in the development or functioning of any software that is competitive, in part or in whole, with any existing or reasonably anticipated Epic software. Likewise, since You have access to the source Code, descriptions of proprietary data structures and other Epic Confidential Information, You will not, without Epic’s prior written consent, develop or assist any third party in developing any software that competes with or potentially could compete with any Epic software unless none of Your employees or agents and no employees or agents of the third party, if applicable, who are involved in any manner in the development of such competitive software had access to or were otherwise provided, directly or indirectly, with

Extensions. Since Epic provides its source Code, data structures and other Epic Confidential Information to its customers, it is possible that customers could develop extensions to the Program Property and obtain intellectual property rights relating to such extensions. Epic needs to be able to continue to develop the Program Property for the benefit of all of its customers without being blocked by intellectual property rights arising from such extensions. Therefore, You agree neither You nor any Affiliate Users will enforce any Extension IP Right against Epic or its direct or indirect customers or sublicensees with respect to any software developed or licensed by Epic relating to or for use in conjunction with the Program Property. You also agree that neither You nor any Affiliate User will assign any such

Unlicensed Software. Epic’s various items of software are integrated for the benefit of Epic’s customers. For Your and Epic’s convenience, Epic may provide You with object and/ or source code for items of software that are not licensed under this Agreement. In such event, Epic will normally deactivate the object and source code for the unlicensed items. You agree that You will not modify the source code or configuration of such items or of any of the Program Property in a manner that would allow You or anyone else to use the unlicensed object or source code. You agree not to use such unlicensed source or object code. You also agree not to copy such unlicensed source or object code other than as is incidental and necessary for any properly licensed copying of the licensed Program Property. In addition, although such code is not Program Property under this Agreement, the non-Program Property code and any Documentation relating to it will also be subject to the restrictions on the use, confidentiality, and safekeeping under Section 11, the restrictions on copying of Program Property under Section 2(b), and the restrictions on source code in Section 18(a).

NOTICE

General. No notice required to be provided in this Agreement will be effective unless it is in writing; is delivered to the other party by either reputable overnight courier; U.S. mail by registered, certified or overnight delivery service, with all postage prepaid and return receipt requested, or by personal delivery; and is addressed to:

Invoices. Invoices should be sent by e-mail to:

Payments. Payments should be made payable to Epic Systems Corporation, and should be sent to:

RECORDS AND REGULATORY REQUIREMENTS

To the extent of applicability of 42 U.S.C. s 1395x(v)(1)(I) as amended from time-to-time, and regulations promulgated under such provision, Epic agrees that until the expiration of four (4) years after furnishing services and/or products under this Agreement, it will make available, upon written request of the Secretary of the Department of Health and Human Services (the “Secretary”), or upon request of the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement and the books, documents, and records of Epic that are necessary to certify the nature and extent of the costs for which You seek reimbursement.

Epic further agrees that if it carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract will contain a clause that until the expiration of four (4) years after the furnishing of such services under such subcontract, the related organization will make available, upon written request of the Secretary or Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

[***] As used herein, “Ineligible Person” means an individual or entity who (i) is currently excluded, debarred, suspended, or otherwise ineligible to participate in the Medicare, Medicaid, CHAMPUS/TRICARE and other federal health care programs or in federal procurement or non-procurement programs; or (ii) has been convicted of a criminal offense that falls within the scope of 42 USC § 1320a-7(a) but has not yet been excluded, debarred, suspended or otherwise declared ineligible. [***]

MISCELLANEOUS

Governing Law, Forum and Jurisdiction. The validity, construction and enforcement of this Agreement will be determined in accordance with the laws of the Jurisdictional State and any action (whether by arbitration or in court) arising under this Agreement will be brought exclusively in the Jurisdictional State. If Epic institutes the applicable action, then the “Jurisdictional State” for such action and all

Escalation. Both You and Epic wish to work together to assure an effective and efficient implementation and to resolve any issues relating to this Agreement as they may arise. The parties agree that, in the event of an alleged breach or other dispute, they will work together in good faith to resolve the matter internally by escalating it to higher levels of management prior to resorting to litigation, other than for disputes involving confidentiality, infringement of intellectual property rights, restrictions on use of the Program Property, or indemnification obligations (in any which case either party will be free to seek available remedies in any forum at any time, subject to Section 21(a)). The goal of the escalation procedures will be to resolve the specific issue as quickly as possible. At each stage of this process, the individuals occupying the positions listed below (or their functional equivalents, e.g., if titles have changed) will discuss and attempt to resolve the relevant issues. Escalation at each step of this process will occur based on a party’s determination that the existing level of involvement by the other party is not satisfactorily resolving the problem. The escalation path is as follows:

Severability. The provisions of this Agreement will be considered as severable, so that the invalidity or unenforceability of any provisions will not affect the validity or enforceability of the remaining provisions; provided that no such severability will be effective if it materially changes the economic benefit of this Agreement to either party.

No Waiver. The failure of either party to require the performance of any item or obligation of this Agreement, or the waiver by either party of any breach of this Agreement will not act as a bar to subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

Purchase Orders. Your purchase orders will be accepted by Epic for accounting convenience only. No terms or conditions contained in any purchase order will amend this Agreement, or will otherwise constitute an agreement between the parties.

Entire Agreement. This Agreement is the entire agreement between the parties with regard to the subject matter of this Agreement and supersedes and incorporates all prior or contemporaneous representations, understandings or agreements, and may not be modified or amended except by an agreement in writing signed between the parties hereto. Each party represents that the individual signing below on behalf of the party has the authorization to bind the party indicated to this Agreement.

Subcontracting and Assignment by Epic.

Subcontracting to Epic Owned Entities. Epic may subcontract any services to be performed under this Agreement to any Epic Owned Entity at any time.

Subcontracting to Non-Epic Subcontractors. Epic also may subcontract services to be performed under this Agreement to one or more other subcontractors. If Epic wishes to do so, Epic will inform You of the proposed subcontractor and the services being subcontracted. You will have the right to reject the particular proposed subcontractor, in which event Epic may propose a different subcontractor or Epic or Epic Owned Entity personnel.

General Subcontracting Provisions. Epic will be responsible to You for the work performed by the subcontractor to the same extent that Epic would be if it were Epic’s own work. All other provisions of this Agreement will apply to the work of the subcontractor in the same manner and to the same extent as if the work were performed by Epic hereunder. All source code, object code and associated documentation provided to You by the subcontractor pursuant to this Agreement will be owned by Epic and subject to all applicable confidentiality and use restrictions as if such code or documentation had been provided by Epic. Epic may provide the subcontractor with a copy of those sections of this Agreement with which the subcontractor must comply. If the subcontractor needs access to Your Confidential Information to perform the subcontracted services, Epic may provide such access if the subcontractor first agrees in writing to comply with all confidentiality provisions contained in this Agreement that apply to such information.

Assignment. Epic may assign this Agreement either to any Owned Entity or pursuant to a complete assignment in conjunction with the transfer by sale of substantially all of Epic’s assets to a successor organization if the Owned Entity or successor organization accepts in writing an assignment of this Agreement and agrees to be bound by all of its terms. Epic will remain liable for Epic’s obligations under this Agreement if the Owned Entity or successor organization fails to satisfy such obligations.

Restriction on Offers of Employment. Epic and You will not during, or within twelve (12) months of the termination of, an employee’s employment with the other party, solicit, discuss the terms of prospective employment with, or hire (directly as employees or indirectly as contractors or subcontractors, or in any other capacity) any employee of the other party who has worked on the development, installation or maintenance of Epic software, unless the hiring party has the prior written consent of the other party. [***] Epic may

Publicity. Except as permitted below or with the other party’s prior written consent, neither party will use the name(s), symbols, trademarks or service marks (collectively, the “Marks”) of the other party in any press or news release, advertising, promotional materials, or similar publicity. The foregoing restriction does not apply to or prohibit: (A) Epic from (i) using Your name in direct communications with customers or prospective customers (such as in a response to an RFP or another direct communication), (ii) including You and a list of the Program Property that You license in marketing materials that contain a list of Epic customers, or (iii) disclosing the information described in clause (e) of the definition of Your Confidential Information or providing such written information directly to customers or prospective customers; or (B) You from including Epic’s name in a list of Your vendors.

Insurance. Beginning on the date of this Agreement and continuing during the term of the Maintenance Program, except as otherwise provided in the second to last sentence of this Section 21(j), Epic will maintain in force, at Epic’s own expense: (i) professional liability (errors and omissions) coverage for Epic and Epic’s employees and agents, inclusive of coverage that will respond to a claim for expenses/damages from a privacy or security breach caused by Epic or Epic’s employees and/or agents, of not less than [***] for aggregate claims during a twelve (12) month period; (ii) general liability insurance in an amount of coverage not less than [***] for a single claim and [***] for aggregate claims during a twelve (12) month period; (iii) workers compensation coverage for its employees in statutory amounts, and employers’ liability coverage in the minimum amount of [***] for a single claim and [***] for aggregate claims during a twelve (12) month period; and (iv) automobile liability insurance with a minimum combined single limit of [***] per accident for bodily injury and property damage liability. Epic may maintain the above coverages through a combination of commercial general liability, umbrella or excess liability insurance policies or self-

Government Rights. The Program Property, and the Third Party Software and Data, are “Commercial Items” as that term is defined at 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. § ###-###-####-1 through ###-###-####-4, as applicable, and notwithstanding anything to the contrary in this Agreement or any other agreement, the Program Property

Incorporation of Appendices, Exhibits, Change Orders and Budget Allocations. All appendices and exhibits attached to this Agreement and all fully executed Change Orders and Budget Allocations are incorporated into and form a part of this Agreement.

Headings. Headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning and interpretation of this Agreement.

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“Additional Tools” means third party tools and content such as medication data files (such as Medi-Span or FDB), encryption tools, e-prescribing clearinghouses (such as Surescripts), reporting tools (such as Crystal Reports), terminology sets (such as SNOMED, LOINC, CPT, and RxNORM), and external systems and repositories (such as state immunization registries and syndromic surveillance agencies), as well as the applicable interfaces for such tools, content, and external systems and repositories.

“Affiliate” means any of Your Owned Entities; any hospital or physician organization with fewer than [***] licensed beds and an expected Annual Volume (calculated based on that organization’s operations as if each Item were fully implemented) of fewer than [***] Ambulatory Visits without Epic’s consent, and larger organizations with Epic’s consent, in each case so long as the organization is within Your service area, shares Your Production Directory and shares or is reasonably likely to share patients with You; or, anyone else approved as an Affiliate by Epic in writing. “Affiliates” include Your and each of the above entities’ employees and medical staff.

“Affiliate User” means any Affiliate granted access to or the right to use the Program Property pursuant to Section 14.

“Ambulatory Item” means each Item either listed as an Ambulatory Item in the comment section of Exhibit 1(a) or for which the term “ambulatory” is used in the Item’s name on Exhibit 1(a).

“Ambulatory Use” means use of the applicable Item with respect to patients who are not admitted to a hospital as an inpatient at such time. “Ambulatory Use” with respect to [***] also includes: (a) the viewing of

“Ancillary Systems” means systems such as a registration system (such as [***]), scheduling system (such as [***]), laboratory system (such as [***]), billing or claims processing system (such as [***]), radiology information system (such as [***]), oncology system (such as [***]), cardiology system (such as [***]), anesthesia system (such as [***]), inpatient pharmacy system (such as [***]), and master patient index (such as [***]), as well as the applicable interfaces for such systems. Depending on Epic’s standard licensing practices, You may need to license and use one or more of Epic’s applicable Ancillary Systems.

“Annual Volume” means the applicable aggregate Volume for the Program Property during the twelve-month period beginning on the date of this Agreement and for each succeeding twelve-month period thereafter (whether or not You have increased the Licensed Volume).

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“Budget Allocation” means the form attached to this Agreement as Exhibit 3(a) or such appropriate substitute form designated by Epic. Typically a Budget Allocation is used when the amount estimated in the form was previously included in budgetary estimates provided by Epic to You.

“Business Intelligence Software” means either the software published by [***] that is identified on Exhibit 1(a) or otherwise specified by Epic or such other business intelligence software that Epic may specify from time to time.

“Change Order” means the form attached to this Agreement as Exhibit 3(b) or such appropriate substitute form designated by Epic. Typically, the Change Order is used when the amount specified in the form was not previously included in budgetary estimates provided by Epic to You.

“Claims” includes without limitation all claims, demands, actions, liabilities, damages and expenses relating thereto, including, without limitation, settlement costs, and reasonable attorney’s fees.

“Clarity RDBMS Software” means the relational database management system software specified by Epic from time to time for use with the Clarity and Analyst Reporting Package.

“Closely Linked Item” means with respect to a particular Major Item any other Item listed in the same group below with that Major Item:

Inpatient Clinicals Group: [***]

Patient Scheduling Group: [***]

Professional Billing Group: [***]

Hospital Revenue Cycle Group: [***]

Ambulatory Clinicals Group: [***]

“Code” means the object code and source code of the Program Property, including all Updates and other modifications to the Program Property, and all other object and source code provided by Epic to You pursuant to this Agreement. “Code” includes without limitation the object code and source code of the Program Property provided to You in the master patient index environment or a system with training data.

“Contested Amount” means the amount of a charge from Epic to You that You dispute in writing in good faith, if the written notice of the dispute specifies the nature of the dispute and is provided to Epic within [***] of the payment due date and You have paid all other undisputed amounts due under this Agreement.

“Current Version” means the most recent release of the particular Item. As of the date of the Agreement, major releases are typically made available approximately once per year. If You are operating the most recent release, including subsequent special updates to that release, then You will be deemed to be operating the Current Version.

“Documentation” means the Documentation Manuals and any instructions, manuals, training materials, or other documents or materials, including any technical data associated with the Program Property, in paper, electronic, recorded or other format, relating to the functionality, operation, use, source code, data structures, implementation, or maintenance of the Program Property or other Epic software, which are (i) provided by Epic to You, or (ii) created by You (or on Your behalf) to the extent constituting or revealing any Epic Confidential Information.

“Documentation Manuals” means the “Setup and Support Guides” and corresponding “Release Notes” for the applicable Program Property that are available via Epic’s [***] or other distribution mechanism specifically identified for such purpose by Epic in the future. “Documentation Manuals” do not include other guides, documents, or tools and materials, including any that may be concurrently made available to You, such as data models, data dictionaries, or objects listings.

“ECI” means the Employment Cost Index for total compensation (not seasonally adjusted) for private industry workers, management, professional and related occupations, excluding incentive paid occupations, December 2005 = 100, compiled by the U.S. Department of Labor, Bureau of Labor Statistics. The most recently published ECI prior to the date of this Agreement will be the base for measuring any changes in the ECI, unless otherwise specified in this Agreement. If

“Enterprise Item” means each Item listed as an Enterprise Item in the comment section of Exhibit 1(a).

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“EpicCare Item” means any Item on Exhibit 1(a) with “EpicCare” contained in its name.

“Epic Confidential Information” means, except as provided below, any information concerning the functionality, operation, use, source code, data structures, implementation, or maintenance of the Program Property or other Epic software, including the terms of this Agreement. “Epic Confidential Information” excludes, without limitation, any information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of You or Your Affiliate Users, (b) is known by You on a non-confidential basis at the time of the receipt of such information

“Extension IP Right” means any patent or copyright or any trade secret disclosed to Epic, in all cases relating to or claiming any software, code, functionality, or interface that is or could be an extension of, or is intended to work, with any Program Property.

“First Live Use” of an Item of Program Property occurs when You first use such Item to process actual patient data for production purposes.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act.

“Implementation Item” means each Item (and only the Items) specified on Exhibit 1(a) as an “Implementation Item,” [***]

“Implementation Item Amount” means the amount specified on Exhibit 1(a) as the “Implementation Item Amount”. This amount is the estimated amount as of the date of the [***] It includes assistance for [***]

“Implementation Item Services” means the installation, implementation and training services provided by Epic from the date of this Agreement until the Reconciliation Date with

“Implementation Schedule” means the implementation schedule agreed to by the parties’ implementation teams during the implementation as revised from time to time upon the mutual agreement of such implementation teams, but no such revision will amend other terms and conditions of this Agreement other the Implementation Schedule itself. A sample implementation schedule is attached hereto as Exhibit 2(b).

“Indemnitees” means the applicable party hereto, its Owned Entities, all employees, officers, directors and contractors of the applicable party and its Owned Entities, and, for Your Indemnitees, all Affiliate Users. Thus, “Your Indemnitees” means You and each of these persons or entities that are related to You, and “Epic Indemnitees” means Epic and each of these persons or entities that are related to Epic.

“Initial Payment Amount” means the amount specified on Exhibit 1(a) as the “Initial Payment Amount”. [***]

“Inpatient Item” means each Item listed as an Inpatient Item in the comment section of Exhibit 1(a) or for which the term “inpatient” or “hospital” is used in the Item’s name on Exhibit 1(a).

“Inpatient Use” means use of the applicable Item with respect to patients who are admitted to a hospital as an inpatient at such time where such use does not qualify as Other Area Use.

“Item” means each individual line item of Program Property specified on Exhibit 1(a). An Update is not a new Item, but will be deemed to be the same Item as the earlier version of Program Property upon which the Update is based.

“Licensed Volume” means the limitation(s) on the Annual Volume for the Program Property as initially specified in Exhibit 1(a) and increased pursuant to Section 6(c). You represent to Epic that You reasonably calculated the expected Annual Volume for each Item based on Your and Your Owned Entities’ current operations as if each Item were fully implemented and that the expected Annual Volume does not exceed the initial Licensed Volume for the Program Property as provided in Exhibit 1(a). Certain Affiliate Users may be assigned separate Licensed Volumes.

“Maintenance Program” means the program of maintenance and support available to You from Epic under the terms specified in Section 7.

“Major Item” means any of the following Items: [***]

“Non-Program Property Error” means any apparent or real defect, error, or other anomaly arising during Your use of or otherwise relating to Program Property that is reasonably determined by Epic, after reasonable inquiry and investigation, either not to have originated from the Program Property (e.g., incorrect use of the Program Property or Your hardware; input errors; or errors or defects originating in Your hardware, Your communications equipment, the operating systems, the Operating Environment software, the KB SQL software, the Business Intelligence Software, the Programming Points Code

“Operating Environment” means the [***] identified on Exhibit 1(a) or such other operating environment software that Epic may specify from time to time.

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“Other Area Use” means use of the Item in a clinic or other area that typically has clinical encounters with both patients who are admitted to a hospital at such time and patients who are not admitted to a hospital at such time, if such clinic or area both is open and has patients in such clinics or areas for less than 24 hours per day.

“Outgoing Public Health Reporting from [***]

“Owned Entities” means an entity that (a) directly or indirectly owns or controls more than fifty percent of the applicable party, or (b) is more than fifty percent owned or controlled, directly or indirectly, by the applicable party or an entity described in clause (a).

“Performance Data” means the following with respect to Your use of the Program Property: operating system metrics (such as CPU utilization), Operating Environment metrics (such as database accesses per second), Program Property activity metrics (such as number of appointments created) and other similar types of performance data.

“Perpetual License Conversion Fee” means the amount specified on Exhibit 1(a) as the “Perpetual License Conversion Fee”. [***]

“Production Directory” means and includes both: (i) each [***] processed by the same server Code copy of Program Property. For example, if You use [***] Further, if You use [***] Directories used solely for testing or training; backup systems or hot site copies used solely for disaster recovery; [***]

“Program Error” means a reproducible error or defect in the Code that results in the failure of the Program Property to operate or to produce output [***] conformity to descriptions of such operation or output in the Documentation Manuals for the Program Property.

“Programming Points Code” means [***]

“Program Property” means each of the following with respect to each computer program listed as an Item of Program Property on Exhibit 1(a): [***]

“Protected Information” means all confidential patient data accessed or stored using the Program Property, including but not limited to PHI (as defined in the Business Associate Agreement attached as Exhibit 5).

“Reasonable Workaround” means a workaround of a Program Error that does not materially decrease the general utility and functionality of the Program Property.

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“Resolute Item” means any Item on Exhibit 1(a) with “Resolute” contained in its name.

“Substantive Program Error” means any Program Error that materially and adversely affects Your operations. [***]

“Superseded Version” means the second most recent release of an Item.

“Support Materials” means the following types of formats, data and forms: [***]

“Term” means the period commencing on the date of this Agreement and ending sixty-four (64) months after the date of this Agreement, except that if You elect to convert the license to a perpetual license pursuant to Section 6(b), then the Term will be extended to be perpetual.

“Third Party Product” means any equipment, software, data, code sets, or other information or material used with or by or loaded into the Program Property, whether or not provided by or licensed by Epic.

“Third Party Software and Data” means the items of software and data specified in the “Additional Billing Information” section of Exhibit 1(a). The term Third Party Software and Data does not include the software or data listed in the “Certain Other 3^rd Party Software or Data” section of Exhibit 1(a) (such items are licensed directly by the vendor to You under separate agreements and the information on Exhibit 1(a) is provided for Your convenience only).

“Third Party Tools Order” means the form attached to this Agreement as Exhibit 3(c) or such appropriate substitute form designated by Epic.

“Total Term Payment Amount” means the amount specified on Exhibit 1(a) as the “Total Term Payment Amount”. [***]

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“Uncontested Amount” means an amount charged by Epic to You that is not then a Contested Amount

“Update” means a release or version of the Program Property containing functional enhancements, extensions, error corrections or fixes if such release or version is generally made available free of charge to Epic’s similarly situated customers who are then participating in Epic’s Maintenance Program. An Update will include the Code and its associated Documentation.

“Volume” means the actual level of use of the Program Property under this Agreement determined as provided in Exhibit 6 and Section 14(b)(i)(1). [***]

“Warranty Period” means, for each Item of the Program Property, the period beginning on the date that the Code for that Item is first delivered to You and ending on the later of one year after such delivery date or ninety days after the date of the First Live Use of such Item.

“Workstation Code” means components of the object Code, if any, which are designed to operate on personal computers for the purpose of accessing the object Code on Your server(s).

“Your Confidential Information” means, except as provided below, Protected Information, Your confidential information concerning Your business strategies, and Your confidential financial information. “Your Confidential Information” excludes, without limitation, any information that (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of Epic, (b) is known by Epic on a non-confidential basis at the time of the receipt of such information from You or applicable access provided by You; (c) is independently developed by Epic without the use of any otherwise Your Confidential Information; (d) is rightfully obtained by Epic from a third party who has the right to transfer and disclose it on a non-confidential basis or (e) relates to the identity of Program Property modules that have been licensed by You, the types and configuration of hardware or operating systems on which the Program Property operates for You, the identity of any software or hardware systems with which the Program Property interfaces for You, the sites at which Epic either is implementing, interfacing or supporting the Program Property or expects to implement, interface or support the Program Property, or any development work relating to the Program Property.

“Your Expected Type of Use” of an Item of Program Property is the Typical Type of Use except as otherwise stated on Exhibit 1(a) or to the extent You have expanded Your Expected Type of Use for such Item as provided in Section 6(f).

“Your Personnel” means You, all Affiliate Users, all of Your or any Affiliate User’s employees and agents, and all physicians, physician’s assistants, nurse practitioners, nurses, other medical professionals or other persons involved in any way in the care of any patient involving the Program Property.

“Your Policies” has the meaning set forth in Section 4(i).