This Master Solution Services Agreement (“Agreement”), effective as of first use of the software or first login by an authorized user or commencement of related service, whichever is earlier (“Effective Date”), is entered into between PracticeSuite Inc, a Delaware Corporation (“PRACTICESUITE”) and (“CLIENT”). This agreement sets forth the terms and conditions whereby PRACTICESUITE shall provide its proprietary Solution (as defined below) and related services to CLIENT on the terms set forth below. Now, therefore, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Solution. “Solution” means the turnkey healthcare computing solution including: (i) the hosted PRACTICESUITE and third party software applications and (ii) care, support, maintenance and other services provided to CLIENT as further described in Section 2 and Section 6 and 7 hereto (“Services”). The parties may amend this Agreement to include additional Hardware, Software or Services from time to time by attaching mutually agreed upon addendums.

(b) Authorized User. For purposes of this Agreement, an “Authorized User” is an employee or consultant of CLIENT and, with respect to the practice portal component of the Solution only, a patient of CLIENT that has accepted the terms relating to the use of the Solution, which terms are acceptable to PRACTICESUITE. PRACTICESUITE may change, update, modify, or upgrade Solution at any time at its sole discretion.

(c) Updates. For purposes of this Agreement, an “update” means a release or version of the Software containing minor functional enhancements, error corrections or fixes that is indicated by a change in the numeric identifier for the Software in the digit to the right of the decimal.

(d) Software Subscription. “Software Subscription” shall mean hosted programs provided by PRACTICESUITE.

(e) Local Service Provider. LOCAL SERVICE PROVIDER shall mean PRACTICESUITE’s Channel Partner or Value Added Reseller entity.

2. Free Edition, Paid Edition and Add-On Services.

(a) Free Edition. PRACTICESUITE offers a completely Free Edition. NO Fees are due and payable by the CLIENT that uses the Free Edition of the Software Subscription.

(b) Paid Editions. CLIENT at their sole discretion can upgrade to Paid Editions.

(c) Add-On Services. CLIENT at their sole discretion can upgrade to paid add-on services.

3. Software Subscription.

(a) General. Subject to the terms of this Agreement, PRACTICESUITE hereby grants CLIENT a non-exclusive, non-transferable subscription to use the Solution as provided by PRACTICESUITE solely for use in CLIENT’s internal business operations, including use by CLIENT’s Authorized Users (as defined above).

(b) Hosted Services. PRACTICESUITE will provide CLIENT with access to the online hosted software subscription, data storage and data access for software and services as expressed in Exhibit A.

(c) Updates. PRACTICESUITE monthly subscription includes frequent updates to the software that CLIENT has subscribed-to under this Agreement. Such updates shall not include Paid add-on services/modules/features. CLIENT at its sole discretion may choose to subscribe to such paid updates at the price set by PRACTICESUITE.

4. CLIENT Care (Customer Support Services).

(a) Support. During the term of this Agreement, PRACTICESUITE will use commercially reasonable efforts to provide support services. Such support will be provided by remote support (UNLESS EXPLICITLY STATED OTHERWISE), from PRACTICESUlTE’s Service facilities and will be in the form of phone, email or online chat or such support services can be provided by PRACTICESUITE’s LOCAL SERVICE PROVIDER. The terms and conditions of such LOCAL SERVICE PROVIDER based support services, if any, are beyond the scope of this Agreement. In the case of such LOCAL SERVICE PROVIDER based relationship PRACTICESUITE has no contractual obligations to provide direct support services to the CLIENT under this Agreement.

(b) Service Level Standards. PRACTICESUITE shall make commercially reasonable efforts to achieve the uptime and system availability commitments set forth in the Service Level Agreement attached hereto and incorporated herein as Exhibit B. PRACTICESUITE shall timely respond to requests from the CLIENT or from the LOCAL SERVICE PROVIDER for assistance in accordance with the timeframes and priorities set forth in Exhibit B.

5. Third Party Software.

The Solution uses third party software and PRACTICESUITE agrees to use reasonable efforts to document and escalate any errors related to such third party software to the software manufacturer for resolution; provided, however that PRACTICESUITE is not responsible for correcting any such errors in the third party software.

6. Pricing/Fees and Payment Terms.

(a) Fees. CLIENT agrees to pay the setup and subscription fees as set forth in the Exhibit A. No Fees are due from the CLIENTS using the Free Edition.

(b) Taxes. The prices set in Exhibit A do not include taxes, if PRACTICESUITE is required to pay any other applicable Government duties, levies or taxes in respect of the Solution or services; PRACTICESUITE shall bill the CLIENT and CLIENT agrees to pay such taxes.

(c) Payments. Payments for Online Software Setup and Monthly Online Software Subscription and related services as expressed in Exhibit A are due upon acceptance of this Agreement. Recurring Monthly Online Software Subscriptions are billed in advance and due in full upon the first day of each month or upon completion of 30 days of usage. Other usage based services are billed in arrears and due upon receipt. CLIENT shall maintain a credit card on file.

(d) Non Payment. PRACTICESUITE shall suspend client access for non-payment of fees expressed in Exhibit A if invoices are not paid within 30 days. In addition, for outstanding undisputed invoices over 30 days, PRACTICESUITE shall have the discretion to charge reactivation fees and late fees. Additional finance charges not to exceed the lower of 1% interest per month or the limit of the applicable laws.

(e) Dispute of Invoices. Client shall have 30 days from the receipt of invoices or payment of monthly charges to dispute any portions of the invoices. Any dispute thereafter shall be construed as non-issue and therefore shall be non-disputable.

7. PRACTICESUITE Responsibilities.

(a) Compliance with Applicable Laws. PRACTICESUITE and PRACTICESUITE’s employees shall abide by all applicable federal and state statutes, regulations, and rules relating to all applicable services hereunder and to maintain the privacy and confidentiality of patient medical information in its possession as set forth in Section 16 and Section 17.

(b) Ownership and Storage. PRACTICESUITE understands and agrees that CLIENT is the owner of all CLIENT data. PRACTICESUITE stores and maintain the data on behalf of the CLIENT.

Records Delivery. During the term of this Agreement, upon CLIENT’s request in writing, PRACTICESUITE shall send CLIENT’s records in an encrypted electronic format (CD, zip file) to the CLIENT in a readable format with all necessary documentations on the interpretation of the file. Upon termination or expiration of this Agreement, PRACTICESUITE will not be responsible for maintaining these records after their delivery to the CLIENT and confirmation that CLIENT is able to read the file, such confirmation shall be provided within 5 business days of the delivery of the file. No confirmation from the CLIENT after 21 days shall be deemed as a confirmation. Additional reasonable usual and customary charges may be applied at PRACTICESUITE’s discretion for this services upon termination of this Agreement.

(c) Maintenance and Upgrade. As expressed in the Service Level Agreement in exhibit B, PRACTICESUITE agrees not to perform maintenance or upgrades that would materially and adversely affect the Services or CLIENT’s data.

(d) External Connectivity. PRACTICESUITE shall provide connectivity services to external lab, radiology, hospital and other medical devices as part of its hosted software subscription to enable CLIENT to share data between these systems and PRACTICESUITE. The monthly software subscription paid under this agreement shall include the connectivity interfaces. Additional development and support work is involved for the development of the connectivity and maintenance of the connectivity services. PRACTICESUITE will work with the external entities to develop such interfaces by directly charging the external entities and there will be NO COST to the CLIENT for the development of such interfaces. Such external connectivity availability is dependent upon the approval of the project by such external entities.

8. CLIENT Responsibilities.

(a) General. CLIENT shall be responsible for: (i) providing sufficient information regarding errors or nonconformities in the Solution to PRACTICESUITE; (ii) providing all reasonable cooperation to PRACTICESUITE with respect to the Software; assuming all risk related to use or misuse by CLIENT’s Authorized Users, contractors, agents or other third parties; including unauthorized use or misuse of access passwords; (iv) maintain User ID’s and passwords as private and confidential information and shall not allow sharing of passwords; (v) immediately deactivate accounts of employees or former employees who cease to need access, and restrict remote access, limit daily access hours, or deactivate or restrict any other authorized users that do not need access to the system, or notify PRACTICESUITE OR ITS LOCAL PRACTICESUITE SERVICE PROVIDER to deactivate such account. PRACTICESUITE strongly recommends CLIENT secure a backup Internet connection from a different service provider to connect to PRACTICESUITE in the event of a failure of the primary Internet connection.

(b) Internet Connection. CLIENT is responsible to provide internet connection(s), compatible operating system software and hardware that meets the minimum system and security requirements as published on the PRACTICESUITE website under FAQs.

(c) Data Storage. CLIENT understands and agrees that each CLIENT is allowed 5 GB of total data storage per practice. PRACTICESUITE can be configured to connect to the CLIENT’s local server or machine for the purpose of document storage only. As an option available at no additional cost to CLIENT, PRACTICESUITE shall provide configuration assistance to CLIENT to set up storage on a local machine within the CLIENT’s office to store scanned paper charts. The security and safety and HIPAA and HITECH compliance of such storage on client’s local machine is beyond the scope of the services provided by PRACTICESUITE and therefore is beyond the scope of this Agreement. CLIENT understand and agrees to maintain such storage as required by Law.

(d) EHR. In connection with Electronic Health Record (EHR), PRACTICESUITE shall provide general clinical contents (encounter sheets, canned sheets, flow-sheets, progress monitor and others), configurations and related data as it pertains to the CLIENT’s specialty. CLIENT agrees to review this data and make changes as needed to suit CLIENT’s needs.

(e) External Connectivity. PRACTICESUITE shall provide or create connectivity with CLIENT’s external entities, such as labs, radiology center, hospitals, pharmacies and others to permit interaction and communication between the Solution and such external entities. PRACTICESUITE shall be responsible for the security and privacy and related HIPAA and HITECH Regulations compliance requirements with regard to the connectivity interface and protocols it furnishes in connection with these entities. CLIENT shall be responsible for the privacy and related HIPAA and HITECH Regulations compliance requirements with these entities.

(f) Online Portal. As an add-on service, PRACTICESUITE provides online secured Online Practice Portal module that allows online patient messaging. All patient messages within the Portal are HIPAA compliant. For any messages directly sent by the CLIENT to patient’s email address and/or patient’s cell phone (SMS messaging or text messaging) without the use of the Portal, CLIENT shall be solely responsible to maintain HIPAA and HITECH compliances of such messages such that these messages shall not include any PHI (Protected Health Information), private and confidential information of the patients. CLIENT shall be solely responsible for managing the access of the patient to the portal. This provision shall apply only if the optional Online Practice Portal module has been subscribed.

(g) Third Party Licensing. The CLIENT is solely responsible to comply and adhere to any and all applicable third party licensing or proprietary requirements for data, claim rules, and contents such as ICD, CPT, Insurance, Fee Schedule, clinical hands and others that are either converted from your current system or as keyed-in or uploaded or interfaced into PracticeSuite. PracticeSuite is a subscription based system and do not license software or data or content including licenses to PracticeSuite software. Unless explicitly agreed otherwise, all elements of PracticeSuite software are utilized on a monthly subscription basis only.

9. Proprietary Rights.

All right, title and interest in CLIENT’s data will remain the property of CLIENT. PRACTICESUITE and its licensors shall respectively retain sale and exclusive ownership of all right, title and interest in and to the Solution, and any updates, upgrades or modifications thereof, or in any ideas, know-how, changes, improvements, enhancements, development and additions or modifications to programs and data (encounter sheets, canned sheets, lookup values and other data) and programs during the course of this Agreement.

10. Confidential Information

In addition to the foregoing, the parties shall execute and maintain a Business Associate Agreement as expressed in Section 18. (b) CLIENT agrees that any information regarding the Solution that is marked “confidential” or “proprietary”, or “copyright” which by its nature would be confidential, is proprietary to PRACTICESUITE and disclosure or use of such nonpublic information would cause substantial detriment to PRACTICESUITE. Neither CLIENT nor any of its employees or any Authorized Users will use, for their own account or for the account of any third party, or disclose to any third party any nonpublic Information regarding the Solution. Furthermore CLIENT agrees that PRACTICESUITE does not wish to receive any information that may be considered CLIENT confidential. Notwithstanding the foregoing, all CLIENT data accessible to PRACTICESUITE shall be treated as confidential in accordance with this Section.

11. Term and Termination/Cancellation.

(a) Termination for No Cause. Either party may terminate this Agreement with 30 days written or email notice for no cause or breach.

(b) Refund. All fees paid are non-refundable. Exception to this refund policy is permitted only in the event wherein the services for the fees paid have not been performed or rendered.

(c) Term. This Agreement shall commence on the Effective Date and continue for a minimum term of (12) months, unless and until terminated as set forth below. Upon any expiration or termination of this Agreement, the parties shall discuss the return or disposal of the Solution.

(d) Completion of Initial Term. Upon termination of this Agreement at the end of its initial term, CLIENT shall have the option to continue this Agreement on terms substantially similar to those set forth in this Agreement, and with price, payment and other terms unless otherwise mutually determined and agreed to by both parties hereto.

(e) Termination for Breach or Cause. CLIENT or PRACTICESUITE may terminate this Agreement at any time, upon written notice, if the other party breaches a material term of this Agreement and fails to cure such breach within 30 days of written notice of such breach by the non-breaching party. Either party may terminate this Agreement effective immediately if the other party: (i) terminates or suspends its business activities; (ii) makes an assignment for the benefit of creditors; (iii) becomes subject to control of a trustee, receiver, or similar authority; or (iv) becomes subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within 60 days.

(f) Termination for Failure to Meet Service Level Commitment. CLIENT shall have the right to terminate this Agreement at any time if the system availability and uptime commitment as defined in the Service Level Policy is not met for two consecutive months or the software subscription is not available during the peak hours for a continuous period of eight or more hours. Such termination notice must be provided in writing within 180 days of such failure event.

(g) Effect of Termination. Upon any expiration or termination:

(i) PRACTICESUITE shall provide to CLIENT all of Client’s data in a commercially reasonable format. Patient demographics shall be provided at no cost. For transactional data, PRACTICESUITE may charge to usual and customary data extraction charges.

(ii) Upon termination date, access to the online subscription shall be terminated. All unpaid fees shall be due and payable in full immediately.

(iii) PRACTICESUITE shall maintain a copy of CLIENT’s data in accordance with and for the period of time required by applicable law.

(iv) At CLIENT’s request and for a period of time designated by CLIENT not to exceed one hundred eighty (180) days (the “Transition Period”), PRACTICESUITE at its sole discretion agrees to cooperate and assist CLIENT in the orderly transition and conversion of CLIENT’s data as expressed in 4(f)(i) above to another vendor by providing CLIENT with the following during the Transition Period on the same terms as set forth in this Agreement, thereby extending the term through the end of the Transition Period: (A) the subscription to continue to use the Solution; and (B) any additional services as needed. In exchange for such continued subscription and services, during the Transition Period, CLIENT will continue to pay to PRACTICESUITE a reduced monthly recurring subscription fees established in Exhibit A and any additional fees and out of pocket expenses required for such transition.

Those rights and obligations that accrued prior to the effective date of termination and those obligations that by their nature or express terms continue after the effective date of termination shall survive any termination of this Agreement.

12. Online Training.

(a) Training. Training to use the Solution is available through online help, online tutorials and webinars (recorded and live). Additional training, if required are available at an hour rate. PRACTICESUITE and/or its LOCAL SERVICE PROVIDER shall provide training as set forth in the Exhibit A to CLIENT’s employees regarding the use and implementation of the Solution. The parties shall mutually agree upon the logistics of such session(s) including the date, location and number of attendees. CLIENT may request any additional paid training subject to PRACTICESUITE’s availability.

13. Warranty, Disclaimer and Remedies.

(a) Warranty. PRACTICESUITE represents and warrants to CLIENT that: (i) PRACTICESUITE has the right and authority to grant the rights described in this Agreement; (ii) it will perform its obligations hereunder in a professional and workman like manner consistent with the industry standards.

(b) Intellectual Property. PRACTICESUITE will indemnify and hold END-USER harmless from and against any claim by third parties pertaining to the infringement of U.S. copyrights, trademarks or patents arising out of END-USER’s use of any of the PRACTICESUITE’s Products as authorized hereunder, provided that the Products have not been altered, revised or modified by the END-USER in a manner that causes the alleged infringement, and further provided that:

(i) END-USER promptly notifies PRACTICESUITE in writing of such claim;

(ii) PRACTICESUITE will have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise;

(iii) END-USER agrees to cooperate with PRACTICESUITE in every reasonable way to facilitate the settlement or defense of such claim; and

(iv) should such PRACTICESUITE’s Products become or, in PRACTICESUITE’s opinion, be likely to become, the subject of an infringement claim, END-USER will permit PRACTICESUITE, at PRACTICESUITE’s expense, to:

a. procure for END-USER the right to continue using such PRACTICESUITE’s Products, or

b. replace or modify the same to become functionally equivalent yet non-infringing, or

c. upon the failure of (1) and (2) above, terminate, without penalty, END-USER’s use of the affected PRACTICESUITE’s Products, in which event PRACTICESUITE will refund to END-USER on a pro-rata basis any prepaid amounts related thereto and such amount shall not exceed more than 30 days of prepaid subscription.

(c) Disclaimer. Except for the limited warranty set forth in Section 12(a) above, the Solution services and all other services provided as set forth in Section 6 and 7 are provided to CLIENT on an “AS IS” basis and without any additional warranty of any kind. NEITHER PRACTICESUITE NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOLUTION, ANY DELAY OR FAILURE OF THE INTERNET, AND PRACTICESUITE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Further, CLIENT expressly recognizes that PRACTICESUITE does not warrant that the Software will meet all of CLIENT’s requirements, that the use of the Software will be uninterrupted or error-free, that patches, updates, or workarounds will be provided, or that errors will be corrected in Software updates, according to the schedule, or in every case. PRACTICESUITE shall use commercially reasonable efforts to ensure that the Solution services are available to CLIENT at all times (excluding during scheduled & emergency maintenance downtime). CLIENT agrees that access to the Internet cannot be guaranteed and is outside the direct control of PRACTICESUITE and that CLIENT’s inability to access the Internet, through no fault of PRACTICESUITE, shall in no event relieve CLIENT of its payment obligations hereunder. CLIENT agrees that its sole remedy with respect to any claims in connection with CLIENT’s or its Authorized Users’ use of the Solution, including use of the Hardware and Software, shall be with PRACTICESUITE and not its licensors. CLIENT further agrees that unless expressly agreed in writing, there are no intended third party beneficiaries to this Agreement.

(d) Clinical and Non Clinical Content Disclaimer. Clinical and Non Clinical information contained on PRACTICESUITE’s web-based solutions and website is general in nature and MUST NOT BE substituted for, or be used instead of, the independent judgment of a licensed health care professional and is ONLY designated to support, not replace, the relationship that exists between a patient and his/her health care practitioner, and any and all information does not constitute the practice of medicine or any other health care profession. Nothing in the PRACTICESUITE’s web-based solutions and website is intended as a recommendation or endorsement of any specific tests, drugs, products, procedures, health care providers, opinions, or other information that may be mentioned therein. Any reliance on any information appearing on PRACTICESUITE’s web-based solutions and website or provided by PRACTICESUITE’s personnel, others appearing on the site at the invitation of the “Website”, and/or other visitors to the site or any third-party link from the site is solely at CLIENT’s own risk.

Other Disclaimers. CLIENT understands and CLIENT expressly recognizes and that:

(a) Electronic claims, Electronic Remittance Advice and Eligibility Verification are processed by third parties (Emdeon or other Clearing houses): PRACTICESUITE may represent CLIENT with such third parties as part of the Electronic Claim services. PRACTICESUITE relies on these third parties for applicable compliance requirements, accuracy and completeness of the services provided by these third parties.

(b) PRACTICESUITE provides drug database, interaction and formularies and bidirectional connectivity to pharmacies through partnership with NewCrop LLC. NewCrop LLC requires CLIENT to accept the online agreement for their portion of the service in accordance with the NewCrop Subscription Agreement. The usage of NewCrop service is subject to CLIENT’s acceptance of NewCrop’s eRx Subscription Agreement.

(c) PRACTICESUITE encourages CLIENT setup email account to download emails and/or electronic faxes on a secure machine and delete it from the email server following receipt. PRACTICESUITE strongly discourages use of FREE email servers of Yahoo, Google, MSN or Hotmail or any email services that scan through emails and it contents for marketing purposes; this could potentially compromise PHI or other private and confidential information.

(d) As part of providing services to the CLIENT, PRACTICESUITE may be required to login to the CLIENT’s account for the sole purpose of CLIENT service. PRACTICESUITE, as set forth in Section 18, shall comply with all HIPAA, HITECH and OMNIBUS compliance requirements.

(e) The optional electronic fax service and email services and other services are provided by third party service providers.

(f) PRACTICESUITE partners with reputed class data centers to host and places reliance on their internal controls for the security of data communication and data storage.

Exclusive Remedies. For any breach of the warranties contained in Section 12, Client’s exclusive remedy, and PRACTICESUITE entire liability, shall be the correction of the cause of the breach of such warranty. Any error not reported to PRACTICESUITE by Client within 30 days of its discovery will be deemed waived and accepted by the Client.

14. Limitation of Liability.

IN NO EVENT WILL PRACTICESUITE OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOST BUSINESS AND LOSS OF DATA OR COMINGLING OR CORRUPTION OF DATA OR LOSS OF GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF THE SOLUTION, OR ACCOMPANYING MATERIALS AND/OR SERVICES, ACCESS TO OR FAILURE TO ACCESS THE INTERNET OR OTHER INTERRUPTIONS OR OTHER PROGRAM RELATED ANOMALY, HOWEVER CAUSED AN ON ANY THEORY OF LIABILITY WHETHER IN ACTION, IN CONTRACT OR TORT. THIS LIMITATION WILL APPLY EVEN IF PRACTICESUITE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FURTHER, IN NO EVENT WILL PRACTICESUITE’S OR ITS LICENSORS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY CLIENT FOR THE SOLUTION GIVING RISE TO THE LIABILITY DURING THE 3·MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. UNDER THE PRICING AND OTHER TERMS AND CONDITIONS, THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SPECIFIED HEREIN SECTION 13 REPRESENTS A REASONABLE ALLOCATION OF RISK.

15. Limitation of Liability of Interface Connectivity with Third Parties

. Notwithstanding any other provisions of this Agreement, PRACTICESUITE has no liability under this Agreement including the Business Associate Agreement for any disclosure of Protected Health Information (“PHI”) made by means of access through PRACTICESUITE interfaces by or on behalf of the CLIENT or by means of access by any third party to the extend such third party obtained access to the interface as a result of intentional disclosure by the CLIENT. All Interface requests made by the CLIENT or by a third party on behalf of the CLIENT shall be considered intentional disclosure.

16. Limitation of Liability on Online Portal and Patient Messaging.

PRACTICESUITE provides an online secured online portal module that provides patient messaging. All patient messages within the portal are HIPAA compliant. Notwithstanding any other provisions of this Agreement, PRACTICESUITE has no liability under this Agreement including the Business Associate Agreement for any disclosure of Protected Health Information (“PHI”) made by means of access or transmission of PHI information including a patient’s email address and phone number.

17. Force Majeure.

Either party shall not be liable for, and is excused from, any failure to perform or delay in the performance of its obligations under this agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure or its suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural & other disaster or labor dispute.

18.General Mutual Indemnity.

(a) RACTICESUITE shall indemnify, defend and hold CLIENT, its officers, directors, employees, and licensees harmless from and against any and all liability, damage, loss, or expense, including reasonable attorneys’ fees arising from any third party claim, demand, action, fee, penalty, or proceeding based upon CLIENT’s or an Authorized User’s use of the Solution.

(b) CLIENT shall indemnify, defend and hold PRACTICESUITE, its officers, directors, employees, and licensees harmless from and against any and all liability, damage, loss, or expense, including reasonable attorneys’ fees arising from any third party claim, demand, action or proceeding based upon CLIENT’s or an Authorized User’s use of the Solution in a manner not expressly authorized by this Agreement or in a manner contrary to applicable laws, or incurred in the settlement or avoidance of any such claim.

19. COMPLIANCE WITH APPLICABLE LAW.

“CLIENT” agrees to comply with all such applicable international, federal, state and local laws, and to indemnify and hold PRACTICESUITE and its officers, directors, shareholders, supervisors, employees, affiliates, agents, and attorneys: including, without limitation, all persons acting by, through, under or in concert with any of them, harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) to the extent arising from or relating to any acts or omissions of “CLIENT” which breach such laws.

PRACTICESUITE agrees to comply with all such applicable international, federal, state and local laws, and to indemnify and hold CLIENT and its officers, directors, shareholders, supervisors, employees, affiliates, agents, and attorneys: including, without limitation, all persons acting by, through, under or in concert with any of them, harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) to the extent arising from or relating to any acts or omissions of PRACTICESUITE which breach such laws.

20. COMPLIANCE WITH APPLICABLE PRIVACY AND SECURITY RULES.

PRACTICESUITE (“PRACTICESUITE”) USES REASONABLE EFFORTS TO ENABLE ITS TECHNOLOGY & SERVICES TO MEET ALL APPLICABLE PRIVACY AND SECURITY HIPAA AND HITECH ACT REQUIREMENTS. ACCORDINGLY, PRACTICESUITE WILL ENTER INTO A BUSINESS ASSOCIATE AGREEMENT AS A SUPPLEMENT TO THIS AGREEMENT.

21. General.

PRACTICESUITE may issue a press release announcing the relationship contemplated by this Agreement subject to CLIENT’s prior approval of the press release. PRACTICESUITE may include quotes from CLIENT in PRACTICESUITE’s press releases upon CLIENT’s prior approval of such quotes. Further, during the term of this Agreement, PRACTICESUITE may use CLIENT’s name and logo in press releases, marketing materials, financial reports and prospectuses solely to indicate that CLIENT is a client of PRACTICESUITE.

Except in the case of a purchase order mutually signed by both parties specifically amending this Agreement, the terms, provisions or conditions of any purchase order or other business form or written authorization used by CLIENT will have no effect of the rights, duties or obligations of the parties under, or otherwise modify this Agreement or the Business Associate Agreement, regardless of any failure of PRACTICESUITE to object to those terms, provisions or conditions.

22. Waiver.

The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. No failure of either party to pursue any remedy resulting from a breach in this agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach unless such waiver is signed and in writing.

23. Severability.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall inure to the benefit of and be binding upon each party’s successors and assigns. Both parties agree to notify the other party of any assignment or delegation of this Agreement. Any attempted assignment in violation of this Section 22 shall be null and void.

24. Governing Laws and Venue.

The Agreement, and all matters arising out of or relating to the Agreement shall be governed by the laws of the state of California and the venue shall be Alameda County or the country of the primary business address of PracticeSuite, without giving effect to the principles regarding conflicts of laws.

25. Dispute Resolution.

EXCEPT IN THE CASE OF CLIENT PAYMENT OBLIGATIONS, it is the intention of all parties that no dispute under this Agreement or with respect to relationship between parties will be the subject of any court action or litigation in the local, state, or federal judicial system. Any controversy, claim or dispute arising out of or relating to the performance, construction, interpretation or enforcement of this Agreement, including disputes as to the scope of this section shall, if not resolved through good faith negotiations between the parties will be subject to mediation and arbitration.

The parties recognize that the problem resolution processes of mediation and arbitration are appropriate and preferable to resolve issues between the parties. If any party hereto wishes to resolve an issue under or relating to this Agreement, then such party must give notice of a request for mediation to the other parties, which notice shall set forth the names of not less than three (3) mediators from the panel of the American Arbitration Association or other mutually agreed upon alternative dispute resolution service. If CLIENT sends the notice initiating mediation, the place of such mediation shall be in the Alameda County, California or in the county of the primary U.S. business address of PRACTICESUITE. If PRACTICESUITE sends the notice initiating mediation, the place of mediation shall be the county of the primary business address of the CLIENT. The party receiving such notice shall agree upon one or more such mediators with ten (10) days of receipt of such notice and a mediation will be scheduled as soon as feasible between the parties and their respective advisors, and the parties and their advisors will cooperate fully with respect to sharing of information and attendance at meetings in order to seek resolution. If resolution of the matters between the parties cannot be resolved in mediation within thirty (30) days of the selection of a mediator by the party receiving such notice, then the matter shall be presented to formal arbitration pursuant to the rules utilized by the American Arbitration Association or by an alternative dispute resolution selected by an arbitrator selected from such service’s panel agreed upon by the parties or, if the parties are unable to agree upon an arbitrator within ten (10) days of the completion of mediation, by a panel of three (3) arbitrators from such panel selected by such service’s administrator. Arbitration shall take place in the venue in which the mediation shall have occurred as soon as possible and the decision of the arbitrator panel shall be binding upon the parties for all purposes. Each party shall bear its own expenses in connection with the arbitration and mediation. It is the intention of the parties that this Agreement shall be construed and interpreted in a fair and equitable manner based upon the facts and circumstances of the parties taking into account the present intention of the parties to have a fair and equitable agreement under the terms and conditions set forth in this Agreement.

Payment Dispute: In the case of payment disputes only, PracticeSuite shall be entitled to all out of pocket costs including attorney fees, collection fees, interests (maximum as permitted by the law), and any and all costs incurred to collect the outstanding payments as per the section 24 of this Agreement.

26. No Construction Against Drafter.

This Agreement is not to be construed against the drafting party.

27. Notices.

Any notice required or permitted to be given shall be delivered by hand, email, by overnight courier, by fax with confirming letter mailed under the conditions for mailed notice, or by registered or certified mail, postage paid, return receipt requested, to the address of the other party first set forth above. Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered.

28. Relationship Between the Parties.

Nothing contained herein shall constitute a partnership between or joint venture by CLIENT and PRACTICESUITE, or the creation of any agency between CLIENT or PRACTICESUITE.

29. Entire Agreement.

The parties agree that this Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral.

By signing below, CLIENT and PRACTICESUITE acknowledge their acceptance and agreement with the terms contained in this Agreement, including all exhibits attached hereto which exhibits are made a part hereof and incorporated by references.

EXHIBIT A

Fees: As published on our website or other special pricing arrangement agreed between parties.

EXHIBIT B

Service Level Policy: As published on the website.