HSI
HSI "Portal"

MASTER SERVICES AGREEMENT

Revised June 1, 2009

BEFORE USING THE SOFTWARE AND WEB SERVICES, YOU MUST FIRST READ AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACCOMPANYING HIPAA ASSOCIATES AGREEMENTS BY CLICKING THE "I ACCEPT" BUTTON OR SIGNING BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE AND/OR WEB SERVICES.

1. OVERVIEW

1.1 General.

This Agreement, including the attachments and/or exhibits which are incorporated herein, states the terms and conditions by which HSI (HSI) will provide and Customer will receive and pay for HSI Portal web-based software and services.

1.2 Definitions.

"Health care provider" A health care provider or health professional is an organization or person who delivers proper health care in a systematic way professionally to any individual in need of health care services. This includes but is not limited to providers of the following services: primary care, supported living, day, personal assistance, behavior analysts, residential, etc.

"Customer"

means the health care provider entering into this Agreement. It also includes its employees, agents, subcontractors, and any related healthcare professionals who provide treatment to patients whose medical records are stored in the HSI Portal web-based software data server.

Service(s)

means the services provided by HSI as described both in this Agreement, and in Customer's Subscription Process (SP) at the HSI website. More specifically, it means -The creation of patient medical records, patient data or electronic records, -The generation of candidates and employees records or electronic records, and then its access to and storage of those created records (employees and patients), and the electronic integration with the Customer's business systems and functions.

Initial Term

means the minimum term for which HSI will provide the Service(s) to Customer, as indicated in the initial Subscription Process at the public HSI website.

Renewal Term

means any Service term following the Initial Term, as specified in Section 2.2.

Subscription Process

means the detailed description of the HSI Service to be provided, and its pricing, as detailed on the HSI website, and in the steps of completing the sign up process on the HSI website.

"End User"

means a person who has been authorized by a costumer, through a general release, to access data, or a person who has been authorized by a costumer to access practice data, and is licensed pursuant to this Agreement.

"User License"

means the legal agreement and permission by which any individual person is allowed access to the HSI software and its operating platform.

"HSI Technology"

means the Software, operating platform, HSI Web Site, and other technology used to access, retrieve, and republish, with full security and authorization features, Patient Data or Practice Data, including, but not limited to, user interfaces, HSI Data Facilities,server, website infrastructure technology, content, documentation, and associated designs and product plans.

"HSI Data Facilities"

means the data storage machines, servers, software and related equipment owned by HSI and located at HSI 's premises or any additional sites where equipment is hosted by a third party.

"HSI Web Sites"

means HSI 's designated web sites, including but not limited to hsi.com, or its successor web sites, and other electronic user interfaces and mediums used to display or transfer Patient Data or Practice Data.

"Patient Data"

means the generated electronic patient record, and associated information including, but not limited to entered daily activities, communication notes, sleep data, behavior data, incident reports, medication variances, provider name and claims and billing information, that may be stored in the HSI Data Facilities.

"Practice Data"

means the generated electronic practice records, and associated information including but not limited to provider name, general ledger, claims/ billing information, prescription processing, candidate appicatins, employees training, employee schedules, performance information, and personnel policies, that may be generated using the HSI software.

"Software"

means the HSI Medical electronic medical record software or electronic Practice Management software distributed by HSI and its authorized distributors and resellers and used by Customer in accordance with the terms of this Agreement. It includes all features of the software, including but not limited to the daily and communication notes, sleeping data, root analysis, eemployee schedule and time sheets, and all the modules displayed in HSI website.

Credit Card Account

means an available MasterCard, American Express or Visa account that allows HSI to post and collect charges for the service.

2. TERMS

2.1 Term. The term of this Agreement begins when the Subscription Process (SP) at the public HSI website is completed by the Customer. The date filled out will be the Commencement Date. The term of this Agreement is for twelve (12) months.

2.2 Renewal Term(s). This Agreement will be automatically renewed for additional one (1) year terms (Renewal Terms), unless otherwise agreed to in writing by the Parties, or terminated upon written notice by either party, subject to HSI s then-current termination provisions.

2.3 Modification. This MASTER SERVICES AGREEMENT can and will be modified by HSI from time to time. Changes in the Agreement will be posted on the sofware Web Site www.hsi.com and/or to your HSI database. Notification of significant changes in your rights, duties and responsibilities will be in accordance with the provisions in agreement. All of such changes will be binding upon customer after such posting or notification.

2.4 Fees and Pricing. The SP documents completed by the Customer on the Customers commencement date will determine the Provider, User, and other pricing for the first twelve months. Customer will also be charged by additional employees and patients entered in the software during the service term. Except under extreme circumstances. HSI reserves the right to change the charges for our service from time to time.

2.5 Provider/User Count. Customer agrees to maintain a correct and accurate count of patients and employees as defined in this agreement, and as indicated on the Account Services section of their HSI Software. HSI reserves the right to change the fees paid by a Customer, based on observed and actual usage of the software. Provider and User count changes must be made on a timely basis. (Retroactive charges, penalties and fees may apply.)

2.6 Promotional Pricing. HSI reserves the right to offer specials or promotional pricing that only applies to new Subscribers. Details of such specials or promotions will be posted on our public web site, and may be withdrawn at any time without notice.

2.7 Promotional Special Pricing Sunset. All promotional pricing or special discounts will expire in three months, unless specifically agreed upon in writing.

2.8 View Only Service Fee. If a Customer reduces the number of employees or patients in the HSI portal, the costumer will not be reinbursed for the rest of the unused year term.

2.9 Independent Patient/employee Access. There is NOT independent patient or employee access in the event that a Customer leaves the HSI service. Additionally, there is NOT independent patient or employee access in the event that a patient or employee leaves the Customer employment or a patient does not receive services from Customer.

2.10 HSI Service. The HSI service includes Internet access via any web-enabled computer (using Microsofts Internet Explorer 6.0 browser) to the customers unique database at a secure hosting site with appropriate security and access controls. No specific up time, availability, or system performance is guaranteed.

3. FEES AND PAYMENT TERMS

3.1 Fees. Customer will pay all fees due according to the prices and terms listed in the online Subscription Process and elsewhere in this Agreement.

3.2 Credit Card Account. You must have an acceptable Credit Card Account (Mastercard, Visa, or American Express) for paying for your HSI Services. Setting up the account requires current, complete and accurate information, including credit card number, credit card expiration date, billing address, verification number, and others authorized to charge or make changes on your Account.

3.3.a You are responsible for all charges that are made to your account. HSI is not responsible for any loss that may incur as a result of any unauthorized person using your account. You must promptly notify HSI if the credit card you have designated for use in connection with the account is canceled (e.g., for loss or theft), if it has a new expiration date, or if you become aware of a potential breach of security concerning your account. Upon proper notice, HSI may suspend or terminate HSI Portal Services, if an active, usable account is not provided.

3.3.b By accepting this Agreement, you warrant that you are over the age of 18, you possess a valid credit card, and you are responsible and agree to pay HSI for all charges incurred by you or your office representatives under the account. All amounts are payable in U.S. Dollars unless otherwise specified. Stated prices exclude all applicable taxes, processing fees, shipping, handling and telecommunications charges and any other charges unless otherwise specified. The charges for this account will appear on your credit card statement as "BEHAVIORALS". HSI may accumulate charges incurred during your year term billing cycle and submit them as one or more aggregate charges during or at the end of each term, and HSI may delay billing you until all charges have been accumulated for that billing cycle, you agree that HSI may submit all charges to your designated credit card issuer on such periodic basis without further authorization from you, until you provide written notice that you have terminated this authorization or wish to change your designated card. You are responsible for paying all costs incurred in the collection (without or without suit) of any delinquent amounts due, including expenses, reasonable attorneys fees and additional costs incurred if Customer declares bankruptcy.

3.3.c Termination, cancellation, or suspension of your Account will not alter your obligation to pay all charges made to your Account before termination, cancellation or suspension. This includes all charges made after termination by you, but before the termination notice from you reasonably could be implemented by HSI in the ordinary course of business. If your credit card company rejects the HSI charges or direct debit, you will be considered in default and HSI may suspend or cancel your Service. You will not be entitled to any refunds upon termination, cancellation or suspension unless otherwise stated.

3.3.d Unless you notify HSI of any discrepancies or irregularities within one hundred and twenty (120) days after they first appear in your Credit Card Statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card account holder. TO THE EXTENT ALLOWED BY LAW, YOU RELEASE HSI FROM ANY AND ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR OR DISCREPANCY THAT IS NOT REPORTED TO HSI WITHIN ONE HUNDRED AND TWENTY (120) DAYS OF THE DATE THE ERROR FIRST APPEARS ON YOUR ONLINE BILLING STATEMENT. The availability of all HSI products, services and items, is subject to availability and acceptance of your order by HSI and we reserve the right to correct any errors or mistakes that we make even if we have already requested or received payment.

3.3.e You agree not to assign, transfer or sublicense any rights in your Service.

3.4 Payment Terms. Customers initial invoice may include non-recurring charges indicated in the SP completed by the Customer on the Customers Commencement Date. Unless stated otherwise, monthly recurring charges will commence on the first day of the following month, and will continue be billed to your credit card monthly in advance of the provision of Services. Unless established otherwise, all other charges for Services initiated during a month, will commence with the next months monthly recurring charge. All payments will be made in the United States in U.S. dollars. All payments will be done electronically, usually through MasterCard, American Express or Visa services. HSI reserves the right to modify any billing, including back billing to the extent permissible by applicable law, to reflect corrections or adjustments for billed services. In the event a paper invoice is sent, it will be DUE IMMEDIATELY UPON RECEIPT.

3.5 Late Payments. In the event a Customers Credit Card is declined or has expired, HSI will contact Customer. Customer agrees to immediately provide a current, valid Credit Card Account number or make other provisions for immediate payment. If payment is not received within fifteen days of the due date, HSI may, at its discretion, charge a penalty fee plus interest calculated at the rate of 1% per month, retroactive to the due date. If said Customer fails to bring their account current by the end of the fifteen days of the due date, HSI may at its sole discretion, modify, suspend or terminate Customers HSI Service. In addition, prior to resumption of HSI services, HSI may modify the payment terms to require an additional advance payment or other similar arrangements to secure Customers payment obligations under this Agreement.

3.6 Taxes. All fees charged by HSI for Services are exclusive of all taxes. If applicable, Customer will be responsible for, and will pay in full, all federal, state, and local, sales, use, excise, gross receipts, and similar taxes, and all fees now in force or enacted in the future that are imposed on or with respect to the products and/or Services provided under this Agreement or the SP documents completed by the Customer on the Customers commencement date, including those taxes and fees imposed on HSI, but excluding taxes based on HSIs net income. Customer shall reimburse HSI for the amount of any such taxes or fees which HSI is required to pay or collect for Services. To the extent that Customer claims that a sale is eligible for the resale tax exemption, Customer shall furnish HSI with a proper resale exemption certificate as authorized or required by statute or regulation by the jurisdiction providing tax exemption. No exemption will be allowed to Customer unless and until valid certificate is provided.

4. CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS

4.1 Confidential Information.

4.1.a Nondisclosure of Confidential Information. Each party acknowledges that it may have access to certain confidential information of the other party concerning the other partys business, plans, customers, employees, patients technology, and products, and other information held in confidence by the other party (Confidential Information). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of disclosure, reasonably should be considered confidential. Confidential information will also include, but not be limited to, HSI developed technology, Customer developed technology, and these terms and conditions. Each party agrees that it will not use in any way, for its own account or account of any third party, except as expressly permitted by, or required to achieve the purpose of this Agreement, nor disclose to any third party (except as required by law or to that partys attorneys, accountants and other advisors as reasonably necessary), any of the other partys Confidential Information, and will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information.

4.1.b Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party; (ii) becomes known independently of disclosure by the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure.

4.2 Intellectual Property

4.2.a Ownership. Except for the rights expressly granted herein and the assignment expressly made in paragraph “License Grants" this Agreement does not transfer from HSI to Customer any HSI developed technology, and all right, title and interest in and to such technology will remain solely with HSI. Customer agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from HSI.

4.2.b Title. Title, ownership rights, and intellectual property rights in and to the HSI Technology whether in machine-readable or printed form, and including without limitation derivative Works, compilations, or collective works thereof and all related technical know-how and all rights therein are and shall remain the exclusive property of HSI. HSI shall own all work created under this web base service software. If suggestions made by Customer are incorporated into subsequent versions of the HSI Technology, Customer hereby assigns to HSI, at no cost, all rights of ownership Customer may have, to any suggestions, concepts, or improvements concerning the HSI Technology, that Customer communicates to HSI. This Agreement does not include the right to sublicense the Software or Service and is personal to Customer and therefore may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of HSI . Customer acknowledges that the Software in source code form, or Service in any form, remains a confidential trade secret of HSI. Customer shall not take any action to jeopardize, limit or interfere in any manner with HSI 's ownership of or rights with respect to the HSI Technology, Software, and Service. Customer acknowledges HSI 's ownership of all copyright, trademarks, patent, and other intellectual property associated with the HSI Technology and will do nothing to interfere with such rights. Except for the rights expressly granted to Customer hereunder, HSI reserves for itself all other rights in and to the HSI Portal Online Technology. Further, Customer shall not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels appearing on, and shall reproduce such notices on all copies of the HSI Technology, Software, Service, and content.

4.2.c General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, HSI will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of HSI .

4.2.d Reverse Engineer. Customer agrees not to attempt to decipher, decompile, disassemble or reverse engineer the Software (HSI Portal) or Service or allow others to do so. Customer further agrees not to modify or create derivative works of the Software or Service. Customer shall not grant rights to any third party to reproduce, implement, modify, translate, or reverse engineer the HSI Portal Technology, or otherwise determine or attempt to determine source code for the HSI Portal Technology or to create Derivative Works thereof without HSI 's written authorization.

4.2.e Presentations to any Entity with Information Technology Capacity. Customer agrees not to present or demo their database or allow access to their database by any outside entities, including billing services, EDI services, practice consultants, Health care providers computer programming services, or financial investors without HSI 's written authorization.

4.2.f Templates created inside your database. Customer agrees that any templates, charts, tables, root analysis, reports, lists, or any other configuration setup information created for their HSI Portal database are the property of HSI and may be used by other customers with similar or identical need for such setup data or templates.

4.3 License Grants

4.3.a HSI Portal Software. HSI hereby grants to Customer a nonexclusive, nontransferable license, during the term of this Agreement, to use HSI PORTAL with developed technology solely for purposes of using the Service(s). Customer shall have no right to use such technology for any purpose other than using the Service(s).

4.3.b Technology Rights. To the extent that Customer or its employees or contractors participates in the creation or development of technology, Customer, on behalf of itself and its employees and contractors, hereby assigns to HSI all right, title and interest, including all intellectual property rights, in the technology.

4.3.c Other Uses of Service. Customer shall not lend, rent, lease, loan, resell for profit, use in a time sharing or service bureau arrangement, or distribute the Software or Service or use it in a client/server network, thereby providing multiple users access to the Software or Service, or otherwise transfer the Software or Service in whole or in part, except as expressly provided for in this Agreement.

5. HSI REPRESENTATIONS AND WARRANTIES

5.1 Authority and Performance of HSI. HSI represents and warrants that it has the legal right to enter into this Agreement and perform its obligations hereunder. In the event of a breach of the warranties set forth in this paragraph, Customers sole remedy shall be termination pursuant to Section "TERMINATION" of this Agreement.

5.2 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. HSI does not and cannot control the flow of data to and from the Internet network. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer connections to the Internet (or portions thereof). Although HSI will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, HSI cannot guarantee that such events will not occur. Accordingly, HSI disclaims any and all liability resulting from or related to such events.

5.3 Security. HSI shall implement appropriate security and authorization procedures as may be necessary to enable End Users and Customer to electronically view, access, and use the Patient Data or Practice Data through the HSI Portal Web Sites.

5.4 Warranty disclaimer. HSI expressly disclaims all implied warranties, without limitation, warranties of merchantability, noninfringement, and fitness for a particular purpose. no oral or written information or advice given by HSI, its employees, distributors, dealers or agents shall create any warranties. THE PATIENT DATA, PRACTICE DATA, SERVICES, HSI PORTAL AND HSI TECHNOLOGY ARE PROVIDED ON AN "AS-IS" BASIS.

5.5 Limitation of liability. Under no circumstances and under no legal theory, tort (including negligence), contract, strict liability or otherwise, shall HSI or its suppliers or agents, officers, employees, principals, directors or subsidiaries be liable to customer or any other person for any damages of any kind arising out of HSI 's delivery of or failure to deliver the services, the use or inability to use the HSI Portal software, HSI technology or services or any data supplied therewith, or for theft of or unauthorized access to patient or practice data, or otherwise out of this agreement, regardless of whether they are direct, indirect, special, incidental, or consequential damages of any kind, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, internet inaccessibility or any and all other commercial damages or losses, even if HSI shall have been informed of the possibility of such damages, or for any claim by any third party. This limitation of liability shall apply to liability for death or personal injury.

5.6 Limitation of liability continued. Under no circumstances and under no legal theory, tort (including negligence), contract, strict liability or otherwise, shall HSI or its suppliers or agents, officers, employees, principals, directors or subsidiaries be liable to patients, insurance companies, our customer (s) or any other person or legal entities, either local, state, national or international governmental regulatory bodies for any damages of any kind arising out of a HSI customers fraudulent billing practices, intentional or unintentional.

5.7 Customer Training. We are committed to the expeditious setup and training of Customers on the HSI Portal service. HSI s training obligation is to train a lead trainer who will train the rest of the Customers staff. HSI training requires independent study in advance of HSI live training, and scheduling of such live training is contingent upon Customer meeting their prerequisite study.

5.8 Customer Training Limitations. HSI customer training is limited to our HSI Portal software. HSI training does not include training Customer staff on use of their Computers, the Internet browser, provider service expectations, medical and services coding and billing.

5.9 Customer Training Limits Of Liability. HSI is not liable for any damages resulting from clinical care or financial errors made as a result of particular, general or specific examples given during the training. At all times, it is the responsibility of the Provider to maintain proper clinical care, proper compliance with HIPAA standards, and proper financial management of the provider practice.

5.10 Software Modifications. Unless specifically agreed to in writing, HSI is under no obligation to any Customer, to provide custom or other changes to the HSI Portal software. Custom software code that benefits a majority of our customers may be done with or without charges to the requesting Customer. Custom software code that benefits an individual Practice only will be charged to that Customer upon written terms agreed to by HSI and the Customer. HSI will have complete discretion in all decisions regarding possible software modifications, and is under no obligation to make any modification, even upon an offer to pay for such modification.

5.11 Data Import and Export. Importing of data from the Customers existing software may be done at HSI s discretion. If the Customers data file, or data file structure is non-conforming to today standards, HSI reserves the right to refuse to import said data. Custom programming, or third party data exchange services may be required and will be at an additional cost.

5.12 Support. The HSI service supports a limited hardware and software set. The supported browser is Microsoft Internet Explorer (6.0 or higher). The supported operating system is Windows XP.

6. CUSTOMER OBLIGATIONS

6.1 Warranties of Customer.

6.1.a General. Customer represents and warrants that the performance of its obligations and use of the Service by Customer, authorized Users, affiliates, or patients, will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties.

6.1.b Breach of Warranties. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, HSI will have the right, in its sole reasonable discretion, to suspend immediately any related Services if deemed necessary by HSI to prevent any harm to HSI and its business. HSI will provide notice and an opportunity to cure, if practicable, depending on the nature of the breach.

6.1.c Customer indemnity. Customer shall defend, indemnify, and hold harmless HSI, its officers, directors, employees, and agents, from and against any claim arising from: (a) breach of the representations and warranties contained in this agreement; (b) any errors or inaccuracies contained in the patient data or practice data as delivered by customer to HSI ; (c) any medical treatment, diagnosis, prescription, Individual support plans and any treatment plan rendered by customer or its agents (including physicians and healthcare professionals); and (d) customer's modifications of the documentation provided that such claim would not have arisen but for such modifications.

6.2 Compliance with Law. Customer agrees that it will use the HSI Portal Service(s) only for lawful purposes and in accordance with this Agreement. Customer acknowledges that HSI exercises no control whatsoever over the content of the information passing through Customers site(s) and that it is the sole responsibility of Customer to ensure that the information it and its users transmit and receive complies with all applicable laws and regulations.

6.3 Restrictions on Use of Services. Customer shall not, without prior written consent of HSI (which may be withheld in its sole discretion), resell the Services to any third parties.

6.4a Patient Release. It is the sole responsibility of the Customer to inform the patient (service recipient), conservator or legal representative and document by a signed consent in their database that the patient is aware that their record is being transmitted over the Internet to a secure remote storage site. 6.4b Employee Release. It is the sole responsibility of the Customer to inform the employees that the employee is aware that their record are being transmitted over the Internet to a secure remote storage site.

6.5 Security Requirements. HSI has determined that certain steps in the HSI portal and in office workflow are required by the Customers staff to properly handle protected health information (PHI) as defined by the Federal HIPAA Regulations. HSI is not liable if a Customer misuses the HSI Portal pertaining to these requirements. Furthermore, HSI does not accept liability for steps we feel are adequate, because of the changing and evolving interpretations by regulatory bodies.

6.6 Username and Password Protection. The security of Protected Health Information (PHI) is directly related to the diligence of the Customers staff and the Customer patients in handling usernames and passwords. HSI Portal Software provides all the tools for successful protection of PHI. It is, however, the sole responsibility of the Customer to implement security policies and to monitor them to assure a successful outcome. HSI offers unlimited training and customer support in the area of Username and Password protection. Employees, monitors and parents access opens additional areas of risk for protection of PHI, and proper handling of PHI regarding security and access is also the Customers responsibility.

7. LIMITATIONS OF LIABILITY

7.1 Consequential Damages Waiver. Except for a breach regarding “Confidential Information" of this Agreement, in no event HSI or its affiliates be liable or responsible for any type of incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise damage experienced by the customer.

7.2 Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that HSI has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

8. TERMINATION

8.1 Termination for Cause. Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after the Effective Date of Notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after written notice from HSI ; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

8.2 Liability for Termination. Neither party will be liable to the other for any termination of any Service or this Agreement in accordance with its terms. In the case of Customers termination or cancellation without cause, Customer shall be immediately liable to HSI for all charges due through the end of the Term.

If cancellation is due to an increase in HSI prices, the Customer will be allowed to utilize an Early Termination Buyout payment (see Section 8.5) and payout the next 4 months of the Term of their contract at their current rate.

8.3 Effective Date of Termination. Unless otherwise stated in this Agreement, termination will be effective at the end of the thirtieth (30th) day after the date of written notice of termination. Upon the effective date of termination of this Agreement:

8.3.a HSI will immediately cease providing the Service(s).

8.3.b Any and all payment obligations of Customer under this Agreement for Service(s) provided through the date of termination will immediately become due and payable. Such payment obligation may include an Early Termination Buyout payment as defined in Section 8.5 below.

8.3.c Within thirty (30) days after such termination, each party will return all Confidential Information of the other party in its possession (or destroy it, keeping only such copy as is needed for historical files) and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirements.

8.3.d Upon request, and at Customers expense, Customer data will be exported and saved to portable media, and provided to Customer, pursuant to Section 11.2.

8.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 3, 4.1, 4.2, 7, 8, 9, and 10.

8.5 Early Termination and Buyout Payment. If a Customer wishes to terminate their HSI Service before the end of the Initial or any Renewal Term, Customer will be able to buyout the remainder of the Term. The Buyout Payment for the Provider, will be four additional months of Provider Service Fees, or the Fees owed for the remainder of the current Service Agreement Term, whichever is less. Individual User Fees may not be bought out during the Initial Term of the Agreement. After the initial term, they may be bought out for a similar four months of User Fees.

8.6 Liability on Termination. At the end of any service Term or Early Termination, HSI will require an executed Release from Liability. This document will release HSI from responsibility to provide HSI service to the HSI Customer beyond the Term, for any purpose including, but not limited to, clinical care, billing functions, and other HIPAA obligations. Regular yearly fees will be charged and Customer agrees to pay such charges, until such release is executed.

8.7 Post Termination Service. HSI will NOT allow Customers to retain non-edit access to their data at their database. Therefore, customer agree to copy all relevant data before the service is terminated.

9. MISCELLANEOUS PROVISIONS

9.1 Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, HSI funding reductions, reduction of HSI operation budget, or failure of the Internet (not resulting from the actions or inactions of reasonable commercial efforts to promptly correct such failure or delay in performance. If HSI is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of continuing force majeure event, Customer may cancel the Service(s), but there shall be no liability on the part of HSI .

9.2. Marketing. Customer agrees that during the term of this Agreement HSI may publicly refer to Customer, orally and in writing, as a Customer of HSI. Any other reference to Customer by HSI requires the written consent of Customer.

9.3 Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

9.4 No Third Party Beneficiaries. Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer.

9.5 Governing Law; Dispute Resolution.

9.5.a Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Tennessee, USA.

9.5.b Arbitration. Any dispute or controversy regarding the operation or terms of this agreement shall be settled or tried by arbitration in accordance with the current rules of the American Arbitration Association.

9.5.c Punitive damages; Expenses. The arbitrators will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration.

9.5.d Award is Final; Appeal. The decision of the Arbitration Panel will be the sole and exclusive remedy between the parties regarding any and all claims and counterclaims with respect to the subject matter of the arbitrated dispute. The decision of the Arbitration Panel will not be appealable, will not be subject to collateral review by any Court, and will not be used by the parties in any proceeding or forum that is not subject to this Agreement.

9.5.e Matters Not Subject to Arbitration. The matters which, as referred to above, are not subject to the general rule set forth herein regarding the arbitration of disputes include those referred to in Section "Warranties of Customer" of this Agreement, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customers failure to pay for Services in accordance with this Agreement, which may be brought in a state or federal court in the United States with jurisdiction over the subject matter parties .

9.6 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

9.7 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without prior written consent of HSI, and any attempted assignment or delegation without such consent will be void. HSI may assign this Agreement in whole or in part. HSI may also delegate the performance of certain Services to third parties. This Agreement will bind and inure to the benefit of each party successors and permitted assigns.

9.8 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by secure Internal HSI email, by hand, deposited with an overnight courier, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the SP or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered to a courier, mailed, emailed, posted on your HSI database, faxed or sent, whichever is earlier (Effective Date of Notice).

9.9 Relationship of Parties. HSI and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between HSI and Customer. Neither HSI nor Customer will have the power to bind the other or incur obligations on the others behalf without the others prior consent, except as otherwise expressly provided herein.

9.10 Entire Agreement; Counterparts; Originals. This agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by HSI without the need of further notice of objection, and shall be of no effect, or in any way binding upon HSI. Once signed, any reproduction of this Agreement made by reliable means (e.g. photocopy, facsimile) is considered an original. This Agreement may be changed only by a written document signed by authorized representatives of HSI and Customer in accordance with this Section. For purposes of this Agreement, the term written means anything reduced to a tangible form by party, including a printed or hand written document, email or other electronic format.

9.11 Interpretation of Conflicting Terms. In the event of a conflict between or among the terms in this Agreement, the SP, and any other document made a part hereof, the documents shall control in the following order: SP, this Agreement, and other documents.

9.12 Value Added Resellers. HSI may establish relationships with other independent agencies and external professionals such as Companies, Consultants, Partner Resellers or other service support vendors. These relationships expand resources and opportunities for our Customers. Any relationship your practice establishes with those independent agencies and external professionals is independent of all obligations and responsibilities contained in this Agreement.

10. TRADEMARKS.

10.1 It is agreed that HSI , HSI Portal and other names are registered trademarks or Service Marks of Behavioral Services of Tennessee, Inc.

10.2 HSI will notify Customer in written guidelines of the HSI title, and emblem if any, which Customer is authorized to use. Customer may not modify the emblem or title in any way. Customer may use HSI Trademarks (which include the title, emblem, HSI trademarks and service marks) only within the scope of this Agreement and as described in the written guidelines HSI provides to Customer.

10.3 Customer shall promptly modify any advertising or promotional materials that do not comply with HSI guidelines. If Customer receives any complaints about Customer's use of HSI Trademarks, Customer agrees to promptly notify HSI. When this Agreement ends, Customer agrees to promptly stop using all HSI Trademarks. If Customer does not, Customer agrees to reimburse HSI for all legal fees or costs incurred for enforcement of its Trademark policies.

10.4 Customer agrees not to register or use any mark that is confusingly similar to any HSI Trademark.

10.5 HSI Trademarks, and any goodwill resulting from Customer's use of them, belong to HSI.

11. DATA PROVISIONS

11.1 Ownership of the Data. All business data obtained by the Customer is the property of the Customer. This includes patient clinical, residential and employee related information. How the data is presented (i.e. the forms and software programming that presents the data) is the function and property of HSI .

11.2 Exiting HSI. If a Customer leaves the HSI Portal service, upon Customers request and at Customers expense, HSI will make the raw data available in an Excel file, or another similar raw data export format, for a reasonable fee. Except in the case of very large or complex data sets, this fee should be approximately the same as the New Subscriber Setup Fee currently being charged, but it is not guaranteed.

11.3 HSI Portal Data Access. For purposes of software modifications, improvements and debugging, HSI or its agents has the right to enter your database at any time. This access to your information will be strictly for the purposes mentioned herein, and in full compliance with HIPAA regulations.

11.4 Additional Data Storage. The basic HSI subscription comes with 500MB of storage, hosted on one server in one location. Additional Data Storage Service (ADS Service) is a HSI service providing additional storage space for your clinical and financial data, and is available at an additional charge. HSI reserves the right to implement guidelines concerning Additional Data Storage Service, and update those guidelines as needed. Your continued use of the Additional Data Storage Service constitutes your acceptance of the then current guidelines.

11.5 Additional Data Storage Fees. The fees for Additional Data Storage will be those in effect during your original SP (Signup Process). The fees may be changed from time to time, and will become effective at the time of any subsequent renewal of your HSI Service. The fees for any newly added storage, will go into effect on the 1st of the month following the beginning of use, of each additional space of such Additional Data Storage.

11.6 Data Import Expectations.

11.7.a HSI will import patient and employee information, as long as it is provided in a standard .csv (comma separated value) text file, or an Excel spreadsheet file. Standard charges will apply.

11.7.b For an additional fee, HSI may import supplementary data (either additional patient clinical or receivable balances) from prior electronic files, as long as Customer provides HSI with organized data files, either as csv (comma separated value) text files, or Excel spreadsheet files. Charges will be on a Time and Material basis, at our current data import labor rates. Please note that it is not part of the HSI regular service to obtain export files from your existing system. If HSI does participate in obtaining those files, it will also be done on a Time and Materials basis. If possible, an estimate of that cost will be provided prior to commencing work, and all work must be paid for in advance.

12 BUSINESS ASSOCIATES PERSONAL HEALTH INFORMATION (PHI)

PRIVACY AGREEMENT

12.1 FOR HSI- FROM THE CUSTTOMER

I, the undersigned, representing the undersigned named Customer, understand that our practice may be given certain Personal Health Information from HSI Portal. We agree:

1. To establish the permitted uses and disclosures of Protected Health Information and to use the information for our own proper clinical and business management and administration.

2. To refrain from using or disclosing the Protected Health Information other than as permitted by the contract or as required by law.

3. To use appropriate safeguards to prevent use or disclosure of the information other than as provided for in the contract.

4. To report any use or disclosure not provided for in the contract and to advise Medical Office Online when violations have occurred

5. To ensure that our agents and sub Business Associates that receive Protected Health Information from the business associate agree to the same restrictions and conditions that apply to the business associate.

6. To provide Protected Health Information in accordance with the individuals right to access, inspect, and copy their health information, if the business associate maintains a designated record set (some exceptions apply).

7. To provide Protected Health Information in accordance with the individuals right to have the covered entity make amendments to protected health information about them in a designated record set (some exceptions apply).

8. To provide information required to make an accounting of disclosures of Protected Health Information, where such disclosures were made for purposes not related to treatment, payment, and healthcare operations (some exceptions apply).

9. To protect or return and/or destroy all Protected Health Information in any form at the termination of the contract.

10.In the event of a material breach of the business associates obligations, the contract authorizes and may lead to termination.

11. You further understand that we disclose this information to your firm only to help HSI Portal carry out its software service functions not for any independent use by your firm.

BUSINESS ASSOCIATES PERSONAL HEALTH INFORMATION (PHI)

PRIVACY AGREEMENT

12.2 FOR THE CUSTOMER - FROM HSI

We, the undersigned, representing Medical Office Online, understand that our firm is being given certain Personal Health Information from the customer offices named above. We agree:

1. To establish the permitted uses and disclosures of Protected Health Information and to use the information for our own proper clinical and business management and administration.

2. To refrain from using or disclosing the Protected Health Information other than as permitted by the contract or as required by law.

3. To use appropriate safeguards to prevent use or disclosure of the information other than as provided for in the contract.

4. To report any use or disclosure not provided for in the contract and to advise your practice when violations have occurred.

5. To ensure that our agents and sub Business Associates that receive Protected Health Information from the business associate agree to the same restrictions and conditions that apply to the business associate.

6. To provide Protected Health Information in accordance with the individuals right to access, inspect, and copy their health information, if the business associate maintains a designated record set (some exceptions apply).

7. To provide Protected Health Information in accordance with the individuals right to have the covered entity make amendments to protected health information about them in a designated record set (some exceptions apply).

8. To provide information required to make an accounting of disclosures of Protected Health Information, where such disclosures were made for purposes not related to treatment, payment, and healthcare operations (some exceptions apply).

9. To protect or return and/or destroy all Protected Health Information in any form at the termination of the contract.

10. In the event of a material breach of the business associates obligations, the contract authorizes and may lead to termination.

11. We further understand that HSI discloses this information to customer only to help your practice carry out their HSI portal functions not for any independent use.

13. Additional agreement Regarding Protected Information. Customer shall at all times maintain the confidentiality of all Content and Patient Information accessed via HSI Portal and shall at all times abide by all applicable patient information and privacy laws and regulations, including but not limited to the Privacy Rule and Security Rule (45 CFR Parts 160 and 164) promulgated by the U.S. Dept. of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (collectively, "HIPAA"), Public Law 104-191.

This Agreement applies to you, and if you are using HSI Portal on your employer's behalf, to your employer as well. HSI reserves the right to change this Agreement from time to time at its sole discretion. Your use of HSI Portal will be subject to the most current version posted on this website at the time of your use. If you do not wish to be bound by this Agreement, do not use HSI Portal or access, print, download or use any Content, Patient or employee information via HSI Portal

14. Content. HSI Portal is owned and operated by HSI. Excluding Patient Information, all information in any medium or format furnished by HSI hereunder, including text, scans, images, data, analysism charts, graphics, links, captions, or other information (collectively, "Content") is owned by HSI or our Content providers. HSI Portal software and all Content is protected by U.S. and international copyright laws. All rights not expressly and specifically granted under this Agreement are reserved to HSI.

15. Patient Information. As used in this Agreement, "Patient Information" shall have the same meaning as the term "Protected Health Information" as defined under HIPAA, as the same may be amended from time to time 16. License. Subject to the terms of this Agreement, HSI grants to you a limited, non-exclusive, non-transferable license to use HSI Portal via this website, together with its associated documentation, solely for your own internal business operations during the term of this Agreement. No other, further or different license is granted or implied and no assignment of any right or interest is made or intended herein. In particular, no license is granted to permit any third party to use HSI Portal and you are prohibited from sublicensing any rights to any third party. Nothing in this Agreement shall be deemed to grant you any right which is of a more extensive nature than is possessed by HSI.

Unless you have HSI's prior permission or specific authorization from your HSI Portal License, you may not: (i) modify, create derivatives of, reverse engineer, decompile, or translate the HSI Portal software or integrate it with any other software; (ii) deliver, provide access to, directly or indirectly, or otherwise make the Content, employee or Patient Information available to any third parties, (iii) download or print any portion of the Content or Patient Information, (iv) reformat any Content or Patient Information, (v) extract data from or copy any Content or Patient Information, or (vi) mirror or archive any Content or Patient Information on any server or computer, or retransmit any Content or Patient Information from HSI Portal or any modified versions thereof.

You may not remove any copyright, HIPAA or any proprietary notices. Using bots, spiders and other indexing agents to "crawl," retrieve or copy all or any part of HSI Portal or any Content or Patient Information is prohibited. Your use of HSI Portal and any Content and Patient Information shall comply with all applicable laws. HSI may restrict or remove the use of any features of HSI Portal for any reason at any time.

17. Additional Agreement Regarding User Name and Password. HSI may provide you with a unique user name ("User Name") and a unique password ("Password"). You shall take such actions as are necessary to maintain the confidentiality of, and to prevent the unauthorized use of, each User Name and Password. You also agree to notify HSI immediately if you determine, or have reason to believe, that an unauthorized party has gained access to an User Name or a Password, or that a person previously authorized by you is no longer authorized for any reason, including termination of employment.

18. Availability HSI Portal. While HSI makes reasonable efforts to ensure that HSI Portal is available at all times, HSI does not guarantee, represent or warrant that HSI Portal will be uninterrupted or error-free, and HSI does not guarantee that users will be able to access or use all HSI Portal features at all times. HSI may change, suspend or discontinue any (or all) aspects of HSI Portal at any time, including the availability of any HSI Portal feature. HSI may also impose limits on the use of or access to certain features or portions of HSI Portal or restrict your access to any part or all of HSI Portal in all cases without notice or liability. You must read and accept any separate software module or other license agreement or terms of use for particular products, services or features of HSI Portal if you elect to use those products, services or features.

19. Termination. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from HSI if you fail to comply with any term of this Agreement. HSI reserves the right to terminate this Agreement or to revoke your authorization to view, download, print and use the Content, employee or patient Information on HSI Portal at any time. Upon the termination of this Agreement, you shall cease all use of HSI Portal.

20. No Warranties. HSI Portal, the content, and any products or services provided herein or offered via HSI Portal are offered and provided "as is," "with all faults," and "as available." HSI makes no representations or warranties, express or implied, regarding the content, including without limitation the operation or availabililty of HSI Portal. This disclaimer of warranties includes without limitation any implied warranties of merchantability and/or fitness for a particular purpose and any warranties of accuracy, completeness, or non-infringement.

HSI also does not guarantee or warrant that any Content or Patient Information you may have in your account at HSI Portal will not be subject to inadvertent damage, corruption or destruction. HSI will not be responsible for and HSI will have no obligation or liability to you for any archiving or backup of any Content, Employee or Patient Information.

HSI expressly disclaims any responsibility or liability for any and all adverse medical or legal effects, including personal, body, emotional, property or business injury or loss, and for damages or loss of any kind whatsoever, resulting directly or indirectly, whether from negligence, intentional acts or otherwise, from the use or misuse of HSI Portal, from errors in HSI Portal or from misunderstandings arising from HSI Portal itself or its use ("Claims").

21. Indemnification. You agree to indemnify, defend, and hold harmless HSI against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement, (ii) any Claims as defined above, (iii) the use of HSI Portal and the use of any Content, employee or Patient Information either alone or in combination with any other materials, software, hardware or other equipment or systems, (iv), your failure to abide by any restriction regarding the use of Content, employee or Patient Information, or (v) any claim by a third party related to the use of Content, employee or Patient Information, alone or in combination with any other material. 22 Data Collection and Privacy. HSI Portal may contain or use technology that provides HSI with information regarding your use of HSI Portal or which permits HSI to audit your compliance with this Agreement. HSI may collect general statistical information about your accessing or viewing HSI Portal such as, but not limited to, the total number of visitors, most-accessed services or areas on HSI Portal your IP address, etc. Xoran may use such data to better serve you and to improve HSI Portal features. HSI may collect user e-mail addresses. You hereby consent to receive communications from HSI by e-mail. Such communications may include marketing information, updates about the services provided in connection with HSI Portal or other information.

23. Choice of Law and Jurisdiction. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language.

24 Export Law Assurances. You may not use or otherwise export or re-export HSI Portal software except as authorized by United States law and the laws of the jurisdiction in which HSI Portal was obtained. In particular, but without limitation, HSI Portal may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using HSI Portal you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

25. No Waiver; Severability. No action of HSI, other than an express written waiver or amendment, may be construed as a waiver or all or any portion of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause, and the remainder of the Agreement shall remain in full force and effect.

26. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the HSI Portal software and Content licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by HSI. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.

27. Reminder: The internet is not 100% reliable.

HSI Portal is a web-based service designed to provide convenient access to data and images using a standard Internet browser, and user-provided viewing computer hardware. Internet connectivity is required for the proper functioning of this service.

HSI cannot guarantee the reliability of the Internet or of user-provided viewing hardware. It is the user's responsibility to ensure that the available internet connection is suitable for the use of this service. Use at your own risk. When access to data is criticial, it is advisable to have a backup plan, for example a hardcopy printout or CD.

Note: This is just a reminder. See HSI full Use Agreement for complete details and disclaimers.