Master Services Agreement

Master Services Agreement

Alita Systems, Inc. &

The following are the terms of this Master Services Agreement (the "Agreement," or "MSA"), effective as of (the "Effective Date"), between Alita Systems, Inc. ("Alita Systems"), a corporation established under the laws of the State of South Dakota, and ("Client" or ""), with a principal place of business at . Both parties affirm their authority to enter into this Agreement, represented by their duly authorized officers. This Agreement establishes the legal and operational framework, recognizing the entities in their respective roles and laying the foundation for collaborative engagement under the terms set forth herein.

Services Provided

Alita Systems will deliver subscription-based software and professional services under this Agreement, software and services designed to meet the operational needs of Client. These services encompass, but are not limited to, access to Alita Systems' proprietary software platform and its various modules — namely Alita Platform — including updates and upgrades generally made available by Alita Systems as part of the applicable subscription. Additionally, Alita Systems will at times provide professional services as outlined in individual Statements of Work (SOWs), which may include custom solutions, integration with existing systems, training for Client's staff, and ongoing technical support to resolve any issues that arise during the use of the software and solutions. Alita Systems will provide the Services in accordance with this Agreement and the applicable Order Forms and SOWs. To Alita Systems' knowledge, the Services and Alita Platform do not infringe upon or misappropriate any third-party intellectual property rights. Alita Systems further represents that it shall not introduce any viruses, trojans, malware, or other malicious code into Client's systems.

Subscription Term and Renewal

This Agreement shall commence on the Effective Date and remain in effect for an initial term of twelve (12) months ("Initial Term"). Upon expiration of the Initial Term, this Agreement will auto-renew for an additional twelve (12) month period ("Renewal Term"). Renewal Terms will continue to auto-renew for additional twelve (12) month Renewal Terms. Client may opt out of the upcoming Renewal Term by providing written notice to Alita Systems at the address above or by email. This termination notice must be provided thirty (30) days before the Renewal Date. The Renewal Date is the annual (12-month) anniversary of the Effective Date, unless otherwise specified in an applicable Order Form.

Termination

In addition to the non-renewal right set forth above, this Agreement may be terminated as follows:

Termination for Cause. Subject to the cure process below, either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. If a material breach relates solely to a particular Order Form or SOW and does not materially impair the Alita Platform or the subscription Services as a whole, the non-breaching party's termination right shall be limited to the affected Order Form or SOW, and this Agreement and all other Order Forms and SOWs shall remain in full force and effect. For purposes of this Section, a party shall be deemed to have materially breached only where it fails to perform a material obligation expressly set forth in this Agreement or an applicable Order Form or SOW; and an isolated or immaterial failure, or any failure to the extent caused by the other party, a third party, or a force majeure event, shall not constitute a material breach. If a breach (other than a failure to pay) is not reasonably capable of being cured within thirty (30) days, the cure period shall be extended for a reasonable additional period, provided that the breaching party begins to cure within the initial thirty (30) day period and thereafter diligently pursues the cure to completion.

Suspension for Non-Payment. If Client fails to pay any undisputed amount when due and does not cure within thirty (30) days after written notice, Alita Systems may suspend Client's access to the Alita Platform until payment is made, without limiting Alita Systems' other rights or remedies. Suspension shall not relieve Client of its payment obligations.

Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course.

Effect of Termination. Upon expiration or termination of this Agreement: (i) all licenses granted to Client under this Agreement shall immediately terminate and Client shall cease all use of the Alita IP; (ii) Client shall pay all fees accrued and payable as of the effective date of termination; and (iii) each party shall return or destroy the other party's Confidential Information in its possession, except that export and destruction of Client Data shall be governed by the Data Protection & Destruction section. Any provision that by its nature should survive termination shall survive, including provisions relating to accrued fees, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, non-solicitation, and governing law.

Decommissioning of Alita Technology. To the extent any Alita IP, including software, source code, agents, bots, automation components, configuration files, credentials, secrets, keys, tokens, connectors, or other Alita technology or access mechanisms are installed, stored, configured, or deployed within Client-controlled infrastructure, upon expiration or termination of this Agreement or any applicable Order Form or SOW, Client shall provide Alita Systems with reasonable access and cooperation necessary to disable, remove, decommission, or render unusable such items. Client shall not access, execute, invoke, copy, retain, restore, or otherwise use any such Alita IP following termination of the applicable license or subscription. Client shall also reasonably cooperate with Alita Systems in removing or disabling credentials, secrets, keys, tokens, connection strings, endpoints, or other access mechanisms that provide access to Alita Systems’ systems, infrastructure, storage, communications services, or other resources. Installation or deployment of Alita IP within Client-controlled infrastructure does not transfer ownership of such Alita IP to Client. If Client fails to provide the access or cooperation reasonably necessary for Alita Systems to complete such decommissioning, Alita Systems shall not be responsible for the continued presence of Alita IP or Alita-related credentials within Client-controlled infrastructure resulting from such failure, and Client shall remain responsible for preventing any further access to or use of such Alita IP or Alita Systems resources. The obligations in this paragraph shall survive expiration or termination until decommissioning is completed.

Fees and Payment

The Client agrees to pay all subscription fees and Professional Services fees as outlined in the applicable Order Form(s) and Statement(s) of Work. Subscription fees are detailed in your fully executed Software Subscription Order Form. All subscription fees are invoiced monthly and subscription fees are paid in advance of the upcoming month of system access and usage. After the initial period of 12 months from Order Form execution, monthly subscription fees are subject to increase at the start of a Renewal Term. Alita Systems will provide Client written/electronic notice of the fee increase at least thirty (30) days prior to the start of such Renewal Term. The increase in the monthly subscription fees shall not exceed the higher of (i) the percentage increase in the Consumer Price Index (CPI-U, U.S. City Average, All Items), as published by the Bureau of Labor Statistics, for the most recent 12-month period ending December 31, or (ii) three percent (3%), applied at the start of the applicable Renewal Term.

Professional service fees will be agreed upon in a separate Statement of Work (SOW). Professional service fees will typically be invoiced separately from subscription invoicing on a monthly basis. The current Professional Services rate at this time of this Agreement (year of ) is per hour. This rate is subject to change; however, Alita Systems shall provide Client with at least sixty (60) days' notice of any Professional Services rate change. All undisputed invoices are due within 30 days of invoice receipt.

Taxes. All fees are exclusive of applicable sales, use, excise, and similar transaction taxes. Alita Systems will collect and invoice Client for any such taxes that Alita Systems is required by Applicable Law to collect in connection with the Services. Taxes will be applied only to fees or Services that are subject to tax under Applicable Law. If Client provides a valid exemption certificate, Alita Systems will apply the exemption as required by Applicable Law.

Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, calculated from the due date until paid. Client shall reimburse Alita Systems for reasonable costs of collection, including reasonable attorneys' fees.

Invoice Disputes. If Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion by the due date and provide written notice of the disputed amount, together with a reasonably detailed explanation, within fifteen (15) days of invoice receipt. The parties shall work in good faith to resolve the dispute promptly. Amounts not disputed within such period are deemed accepted.

Expenses. Unless otherwise stated in an applicable SOW, professional services fees are exclusive of reasonable, pre-approved travel and out-of-pocket expenses, which shall be billed to Client at cost.

Statements of Work; Acceptance; Change Control

From time to time the parties may execute one or more Statements of Work describing professional services, deliverables, timelines, and fees. Each SOW is governed by and incorporated into this Agreement. In the event of a conflict between an SOW and this Agreement, this Agreement controls except to the extent the SOW expressly states that it modifies a specific provision of this Agreement.

Acceptance. Unless an SOW specifies different acceptance criteria, Client shall have ten (10) business days following delivery of a deliverable to review it and notify Alita Systems in writing of any material nonconformity with the requirements set forth in the applicable SOW. If Client provides timely written notice of a material nonconformity, Alita Systems shall use commercially reasonable efforts to correct the deliverable and redeliver it. A deliverable is deemed accepted upon the earlier of (i) Client's written acceptance or (ii) expiration of the review period without timely written notice of a material nonconformity. Client's productive use of a deliverable in its live operations constitutes acceptance of that deliverable.

Change Control. Any change to the scope, deliverables, timeline, or fees of an SOW must be documented in a written change order describing the change and its impact on fees and schedule, and signed by both parties before the change work begins. Alita Systems is not obligated to perform out-of-scope work until a change order is executed.

Data Protection & Destruction

Alita Systems will maintain reasonable data protection measures designed to protect the confidentiality, integrity, and availability of Client Data. This includes encryption, regular security assessments, and access control. In case of data breaches, Alita Systems will promptly inform the Client, aligning response actions with the Business Associate Agreement in place. Upon termination of Client's subscription, Alita Systems shall delete all tenant data within 30 days of expiration or termination unless otherwise required by Applicable Law or agreed in writing. Client may request one standard export of all tenant data in a mutually agreed electronic format prior to data destruction at no additional cost. Any requests for custom formatting, transformation, migration assistance, or specialized extraction services shall be billed at Alita Systems' then-current Professional Services rates.

Client Data Ownership. As between the parties, Client owns all right, title, and interest in and to Client's data, including all patient and personal information provided to or processed by Alita Systems in connection with the Services ("Client Data"). Alita Systems shall use Client Data solely to provide and support the Services and as permitted by the Business Associate Agreement.

Subcontractors and Subprocessors. Alita Systems may engage subcontractors and subprocessors to assist in providing the Services, provided that Alita Systems remains responsible for their performance and binds them to written obligations of confidentiality and data protection no less protective than those in this Agreement and the Business Associate Agreement.

Security Standards. Alita Systems shall maintain an information security program that includes administrative, physical, and technical safeguards consistent with the HIPAA Security Rule and generally accepted industry frameworks (such as SOC 2 or HITRUST) appropriate to the sensitivity of the data processed.

Breach Notification. In the event of a breach of unsecured protected health information or other security incident affecting Client Data, Alita Systems shall notify Client without undue delay and in any event within the timeframes required by the Business Associate Agreement and Applicable Law, and shall reasonably cooperate with Client's investigation and response.

De-Identified Data. Alita Systems may create and use de-identified and aggregated data derived from Client Data for the purposes of operating, improving, and developing its products and services, provided that such data is de-identified in accordance with HIPAA (45 C.F.R. § 164.514) and does not identify Client or any individual. All such de-identified and aggregated data is owned by Alita Systems.

Intellectual Property & Confidentiality

All rights, title, and interest in and to the software, platform, documentation, and all related technology, including all enhancements, modifications, derivatives, feedback, ideas, and know-how (collectively, the "Alita IP"), are and shall remain the exclusive property of Alita Systems, Inc. No ownership rights are transferred under this Agreement.

License. Subject to Client's compliance with this Agreement, Alita Systems grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Alita IP solely for Client's business purposes as expressly authorized in the applicable Order Form(s).

Restrictions. Except as expressly permitted under an Order Form or SOW, Client shall not, and shall not permit any third party to: (i) copy, distribute, resell, sublicense, or otherwise make the Alita IP available to any third party; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Alita IP; (iii) modify or create derivative works of the Alita IP; or (iv) use the Alita IP in violation of Applicable Law or outside the scope expressly permitted under this Agreement.

Feedback. Any suggestions, feedback, or recommendations provided by Client relating to the Alita IP ("Feedback") shall be deemed non-confidential and Alita Systems shall be free to use and exploit such Feedback without restriction or obligation of any kind.

Deliverables and Custom Solutions. Unless expressly agreed otherwise in a written amendment to this Agreement signed by an authorized officer of Alita Systems, Alita Systems retains all right, title, and interest in and to all software, automations, workflows, bots, agents, integrations, connectors, configurations, documentation, and other technology or solutions developed, configured, or provided by Alita Systems in connection with the Services, including solutions developed specifically for Client (collectively, “Alita Solutions”). Alita Solutions constitute Alita IP regardless of whether they are customized for Client, developed using Client requirements or specifications, or paid for through subscription or Professional Services fees. Subject to Client's compliance with this Agreement and payment of applicable fees, Client may access and use such Alita Solutions during the applicable subscription term solely for Client's internal business purposes as authorized under the applicable Order Form or SOW. Upon expiration or termination of the applicable subscription, Client's right to access and use such Alita Solutions terminates. Nothing in this Section restricts Alita Systems from developing, using, modifying, marketing, licensing, or providing similar or related solutions, functionality, workflows, or capabilities to other customers, provided that Alita Systems does not use or disclose Client's Confidential Information.

Confidential Information. Each party ("Receiving Party") agrees to maintain in strict confidence and not disclose to any third party any non-public, proprietary, or confidential information ("Confidential Information") disclosed by the other party ("Disclosing Party") in connection with this Agreement. Confidential Information includes, without limitation, business operations, financial data, customer information, technical documentation, demonstrations, software, source code, trade secrets, inventions, processes, know-how, and any information that a reasonable person would understand to be confidential, whether or not marked as such.

The Receiving Party shall (a) take measures to maintain the confidentiality of Confidential Information using measures that are at least as protective as measures it uses for its own confidential information of similar nature, but no less than reasonable measures, (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement, and (c) restrict disclosure to its employees, contractors, and agents with a need to know, provided they are bound by confidentiality obligations at least as restrictive as those herein.

Compelled Disclosure. If the Receiving Party is required by applicable law, regulation, court order, subpoena, or other governmental process to disclose any Confidential Information of the Disclosing Party, the Receiving Party may make such disclosure only to the extent legally required. To the extent legally permitted, the Receiving Party shall provide the Disclosing Party with prompt written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall reasonably cooperate, at the Disclosing Party's expense, in any efforts to limit or oppose such disclosure. If disclosure remains legally required, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party without restriction prior to disclosure; (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without restriction.

The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and shall cooperate in every reasonable way to help regain possession and prevent further unauthorized use or disclosure.

Survival and Remedies. The obligations set forth herein shall remain in effect during the Term of this Agreement and for four (4) years thereafter, except that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under Applicable Law. The Receiving Party acknowledges that any breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Reservation of Rights. All rights not expressly granted herein by either party shall be reserved by such party. The provisions of this Section shall survive any termination or expiration of this Agreement.

Publicity

During the Term and thereafter, unless Client withdraws authorization, Alita Systems may identify Client as a customer of Alita Systems and may use Client's name, trade name, and logo in customer lists, marketing materials, presentations, proposals, and on Alita Systems' website, solely for the purpose of identifying Client as a customer. Alita Systems shall use Client's trademarks in accordance with any reasonable trademark usage guidelines provided by Client and shall not imply Client's endorsement of Alita Systems or its products or services.

Client may withdraw this authorization at any time upon thirty (30) days' written notice, after which Alita Systems will discontinue future use of Client's name and logo in new marketing materials and, within a commercially reasonable period, remove them from its website and other controlled marketing assets.

Warranties; Disclaimer

Mutual Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

Services Warranty. Alita Systems warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client's exclusive remedy and Alita Systems' entire liability for breach of this warranty shall be, at Alita Systems' option, re-performance of the deficient Services or, if Alita Systems cannot substantially re-perform, a refund of the fees paid for the deficient Services.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE ALITA PLATFORM, ALITA IP, AND ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ALITA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALITA SYSTEMS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CLIENT ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED FOR USE IN, AND SHALL NOT BE RELIED UPON FOR, EMERGENCY OR LIFE-CRITICAL CLINICAL DECISIONS.

Limitation of Liability

To the fullest extent permitted by Applicable Law, each party's total cumulative liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of subscription fees paid by Client to Alita Systems in the twelve (12) months preceding the event giving rise to the claim.

Notwithstanding any other provision of this Agreement, including any exclusion below, each party's total cumulative liability arising out of or related to a breach of its confidentiality obligations or its data protection and security obligations under this Agreement shall not exceed the total amount of subscription fees paid by Client to Alita Systems in the twelve (12) months preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, loss of profits, loss of data, business interruption, or loss of goodwill, even if such party has been advised of the possibility of such damages.

The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of any limited remedy.

The foregoing limitations shall not apply to (i) either party's fraud, willful misconduct, or gross negligence, (ii) Client's obligation to pay fees due under this Agreement, or (iii) liabilities that cannot be limited under Applicable Law. For clarity, each party's indemnification obligations under this Agreement remain subject to the applicable limitations of liability set forth in this Section.

Insurance & Workers Compensation

Unless otherwise agreed, during the Term of this Agreement, Alita Systems shall maintain, at its own expense, commercially reasonable insurance coverage, with carriers licensed to do business in the applicable jurisdiction, sufficient to cover its obligations under this Agreement and consistent with industry standards for similarly situated service providers.

Without limiting the foregoing, Alita Systems shall maintain at least the following coverage during the Term: (i) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate; (ii) Technology Errors & Omissions / Professional Liability insurance with limits of not less than $1,000,000 per claim; (iii) Cyber Liability insurance covering data breach and privacy liability with limits of not less than $1,000,000 per claim; and (iv) Workers' Compensation insurance as required by Applicable Law. Upon written request, Alita Systems shall provide Client with certificates of insurance evidencing such coverage.

Alita Systems agrees to perform the work described in this Agreement or any future SOW, and further certifies that it has accepted the provisions of the Worker's Compensation Acts, as amended and supplemented, insofar as the work covered by this Agreement is concerned, and that it has insured its liability thereunder in accordance with the terms of the Worker's Compensation Acts.

Personnel; Non-Solicitation; Independent Contractor

Independent Contractor. Alita Systems is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Alita Systems personnel who perform services hereunder are and shall remain employees or contractors of Alita Systems and are not employees, agents, or joint employees of Client. Each party is solely responsible for the supervision, direction, control, compensation, benefits, and tax withholding of its own personnel.

Non-Solicitation of Personnel. During the Term and for twelve (12) months following the expiration or termination of this Agreement, neither party shall, directly or indirectly, solicit for employment or engagement, hire, or engage as an employee, contractor, or consultant any employee or contractor of the other party who performed or supported services under this Agreement or any SOW, in each case without the other party's prior written consent.

Exceptions. The foregoing restriction shall not apply to (i) general solicitations of employment not specifically directed at the other party's personnel (such as advertisements and job postings), or (ii) individuals who respond to such general solicitations without other solicitation prohibited hereunder.

Conversion Fee. If a party hires or engages personnel of the other party in violation of this Section, the hiring party shall pay the other party a placement fee equal to 50 percent (50%) of the individual's current annualized total compensation in the new role, which the parties agree is a reasonable estimate of the recruiting, training, and replacement costs the non-breaching party would incur and is not a penalty. Payment of the conversion fee is the non-breaching party's sole and exclusive monetary remedy for a violation of this Section, without limiting any right to equitable relief.

Dispute Resolution

This Agreement incorporates a structured, tiered approach for resolving disputes, emphasizing internal mediation prior to pursuing formal legal action. Initially, any dispute shall be addressed by each party's project managers (or equivalent) responsible for overseeing the services or solution in question. If unresolved after 10 business days, the dispute will escalate to the Client's Director of Operations, who will review the matter along with Alita Systems' Solutions Architect to seek resolution. Should the dispute remain unresolved after 10 business days, it will further escalate to Client's Chief Executive Officer (CEO) and Alita Systems' President for a final internal mediation attempt. This process is designed to ensure comprehensive review and fair resolution of disputes, leveraging internal expertise and leadership before resorting to external legal remedies.

Client Responsibilities

The Client acknowledges their responsibility for the decision to use the software and any solutions developed using it. They understand that the choice to implement and integrate the software into their operations, as well as any outcomes resulting from its use, rests solely with them. This acknowledgment includes understanding the software's capabilities and limitations, and the Client agrees to bear all risks associated with its use and the effectiveness of the solutions developed.

Client acknowledges responsibility for complying with healthcare laws and regulations, data privacy obligations, especially in relation to patient information under HIPAA. Client accepts responsibility for obtaining and maintaining necessary hardware and internet services necessary for the proper operation of services and solutions developed by Alita Systems. Client acknowledges the limitations of the software, especially regarding its use in emergency situations, and the need for proper training and support to use the software effectively within Client's healthcare operations.

Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Indemnified Party") from and against any third-party claims, demands, actions, or proceedings, and any resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising out of: (i) the Indemnifying Party's material breach of this Agreement; (ii) the Indemnifying Party's violation of Applicable Law; or (iii) in the case of Alita Systems, any claim that the Alita Platform infringes or misappropriates a third party's intellectual property rights, excluding claims arising from the Indemnified Party's misuse of the services or use outside the scope of this Agreement.

The Indemnified Party shall: (a) promptly notify the Indemnifying Party of any such claim (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced); (b) grant the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation, at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld).

This Section sets forth each party's sole and exclusive liability, and the other party's exclusive remedy, for any third-party claims covered by this Section.

Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

Entire Agreement

This Agreement, together with all executed Order Forms, Statements of Work ("SOWs"), the Business Associate Agreement ("BAA"), if applicable, and any written amendments executed by both parties, constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous proposals, negotiations, representations, understandings, and agreements, whether oral or written, relating to such subject matter.

Order of Precedence. In the event of any conflict among the documents comprising this Agreement, the following order of precedence shall apply:

(a) an executed Order Form, solely with respect to commercial terms expressly stated therein;

(b) an executed Statement of Work, solely with respect to the specific professional services or deliverables described therein;

(c) the Business Associate Agreement, solely with respect to the privacy, security, use, and disclosure of Protected Health Information and other matters expressly governed by HIPAA;

(d) this Master Services Agreement.

No Order Form, Statement of Work, or Business Associate Agreement shall modify this Agreement except to the extent it expressly states an intent to modify a specific provision of this Agreement.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given: (i) upon personal delivery; (ii) one (1) business day after being sent by a nationally recognized overnight courier; (iii) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered, return receipt requested; or (iv) on the date transmitted by electronic mail, provided that no automated notice of delivery failure is received and the notice is also sent by one of the methods described in clauses (i), (ii), or (iii) within two (2) business days.

Notices shall be sent to the addresses or email addresses set forth in the applicable Order Form, or to such other address or email address as either party may designate by written notice to the other in accordance with this Section.

Routine operational communications, support requests, invoices, and project correspondence shall not constitute formal notice under this Section unless expressly identified as a notice under this Agreement.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, or failures of third-party service providers or infrastructure. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form or SOW upon written notice.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties agree to submit to the state and federal courts in the State of for any disputes, actions, or proceedings arising out of or in connection with this Agreement. This selection aims to ensure a fair, impartial, and efficient legal process, facilitating a balanced approach to dispute resolution.

Authorization

The undersigned representatives of Alita Systems, Inc. ("Alita Systems") and ("Client") hereby declare that they are duly authorized to execute this Agreement on behalf of their respective parties. By signing, they affirm their capacity to bind their organizations to the terms and conditions outlined within this Agreement, ensuring its lawful and effective implementation. By signing, it is also agreed that this Agreement may be amended only by a written amendment signed by both Parties.