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Insurance MSA

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OnTrak Solutions Insurance Master Services Agreement

THIS MASTER AGREEMENT (“Agreement”) made and entered into on date specified on signed Proposal, by and between OnTrak Solutions (“OnTrak”), a New Jersey Limited Liability Company, and Company named on signed Proposal (“Customer”) (collectively, the “Parties”).

1. Equipment and Services: Annexed to this Agreement is the Proposal, which shall set forth the description of services and equipment (“Services” and/or “Equipment”) being provided to Customer by OnTrak. The Proposal is incorporated into this Agreement. Customer may add additional Services and/or Equipment to the Proposal after this Agreement is entered into by completing an Additional Unit Form (“AUF”). The commencement date of the AUF shall be the date stated on the AUF and will be added to the monthly invoices and billed as stated herein.

2. Term:

This Agreement:

a) shall commence as of the date of this Agreement stated above (“Commencement Date”) and shall be renewed each year thereafter for so long as Customer is insured by an Insurance Company and Customer will abide by the separate agreement (policy endorsement) relating to these services:

b) May or may not be terminated at Customer’s option in the event insurance coverage is no longer in effect.

c) Continue on a month-to-month basis and may be terminated as stated in paragraph six (6) herein in the event insurance coverage the Insurance Company is no longer in effect.

3. Payment: Payment for the purchase of the required equipment and monthly charges during the initial twelve (12) month policy period commencing ending shall be covered by the Insurance Company as part of the OVIT Program. Thereafter, Customer shall assume responsibility for monthly payments.

4. Default and Remedies: In the event Customer shall fail to perform any of the covenants, obligations, and/or conditions stated in the Agreement, and without prejudice to or waiving and other rights or remedies stated herein, then: a) OnTrak shall be permitted to immediately suspend and/or terminate supplying Customer with Equipment and/or Services and terminate this Agreement; b) Customer shall be liable for all costs, expenses, and/or damages incurred by OnTrak based on Customer’s default; c) Customer shall be required to immediately return all Equipment to OnTrak. In the event Customer fails to return all Equipment as required, OnTrak may be permitted to use self-help to uninstall and obtain possession of the Equipment from Customer.

5. SD Cards: If OnTrak supplies the Customer with an SD card for use with the Equipment, Customer shall only use the SD card provided by OnTrak and at the applicable usage levels. OnTrak shall be permitted to charge Customer an administrative fee for any excessive and/or failure to use the SD card provided, including use of the SD card outside of the United States, unless otherwise authorized by OnTrak.

6. Equipment Maintenance and Use: Customer shall maintain the Equipment in good condition and not remove, alter, disfigure, or cover any identifying information on the Equipment. OnTrak shall not be responsible to replace, repair, or refund Customer for any Equipment and/or Services, unless the Equipment and/or Services does not operate due to a diagnosed software issue. Customer shall use the Equipment and/or Services in compliance and in accordance with all rules, regulations, ordinances, and laws governing the use of the Equipment and/or Services and this Agreement. Customer shall be liable for any and all damages to Equipment, other than normal wear and tear, before title is transferred to Customer.

7. Intellectual Property: OnTrak shall provide to customer for the Customer’s use all information and data generated and obtained from the Equipment and/or Services (“Customer Data”). OnTrak shall have the right to use all of Customer’s Data. OnTrak will provide Customer Data to Customer’s insurance carrier as part of OnTrak’s OVIT Program.

8. Entire Agreement: This Agreement constitutes the entire Agreement between the Parties and supersedes and revokes all other agreements whether oral or written between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made by or on behalf of OnTrak that is not set forth in this Agreement. OnTrak has the right to update/change any and all policies at any time and will inform the customer via written notice or email.

9. Negative Inference: The Parties understand and agree that no negative inference shall be draw against OnTrak as the preparer of this Agreement.

10. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Facsimile or electronic signatures shall be deemed originals.

11. Severability: In the event that any provision of this Agreement is held to be unenforceable, invalid, and/or illegal, all other provisions of this Agreement shall remain in full force and effect.

12. Attorney’s Fees: OnTrak shall be entitled to reasonable attorney’s fees, costs, and disbursements in any action arising from the enforcement or Customer’s default of this Agreement.

13. Assignment: Customer may not assign this Agreement, Equipment, and/or Services provided for in this Agreement to any other person and/or entity without OnTrak’s prior written consent. OnTrak may assign this Agreement without notice to the Customer or Customer’s consent. This Agreement shall be binding upon all respective parties’ heirs, assigns, executors, administrators, and successors-in-interest.

14. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. The Parties consent that any action or proceeding brought by any party shall be brought within the State of New Jersey, Monmouth County.

15. Indemnification: OnTrak shall not be liable for any damages and/or loss, nor any injury or damage to Customer or any person and/or entity resulting from any cause of whatsoever nature resulting or caused by OnTrak, the Equipment, or Services. Customer agrees to defend, indemnify, and hold harmless OnTrak for any claims, actions, demands, loss, expense, and/or damage of any kind for monetary damages, property damages, equitable relief, personal injury, and/or wrongful death arising out of any acts, omissions, negligence, or willful misconduct committed by OnTrak, its officers, members, employees, agents, contractors, invitees, or personnel rising out of, connected with, or resulting from the this Agreement, Equipment, and/or Services. Customer shall reimburse OnTrak for any penalties, fines, judgments, awards, decrees, attorney’s fees, and related costs and/or expenses, and any reimbursements to OnTrak for all fees, expenses, and/or costs incurred regarding the aforementioned. This provision shall survive the termination of this Agreement.