Provider Portal Agreement

This Provider Portal Agreement (this "Agreement") is made and entered into by CHG Management, Inc., a Delaware corporation with offices located at 7259 South Bingham Junction Blvd, Midvale, UT 84047 ("Company") and you ("Provider"). Company and Provider may be referred to herein collectively as the "Parties" or individually as a "Party".

WHEREAS, Company desires to provide access to the Provider Portal ("Portal" or "Site") to Provider; and

WHEREAS, Provider desires to access and use the Site, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

1. "Aggregated Statistics" means data and information related to Provider's use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Site.
2. "Authorized User" means Provider's employees and agents (i) who are authorized by Provider to access and use the Services under the rights granted to Provider pursuant to this Agreement and (ii) for whom access to the Services has been authorized hereunder.
3. "Provider Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Provider or an Authorized User to or through the Services.
4. "Documentation" means Company's guides or other information relating to the Services provided by Company to Provider either electronically or in hard copy form and/or end user documentation relating to the Services.
5. "Company IP" means the Services, the Documentation, and any and all intellectual property provided to Provider or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company's monitoring of Provider's access to or use of the Services, but does not include Provider Data.
6. "Services" means the software-as-a-service offering which permits Providers to view and organize data relating to staffing opportunities.
7. "Third-Party Products" means any third-party products provided with or incorporated into the Services.

2. License, Access and Use.

1. Provision of Access. Subject to compliance with all the terms and conditions of this Agreement, Company hereby grants Provider a non-exclusive, non-sublicensable, non-transferable license to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Provider's internal use. Company shall provide to Provider the necessary passwords and network links or connections to allow Provider to access the Services. The total number of Authorized Users shall be subject to Company's sole discretion.
2. Documentation License. Subject to compliance with all the terms and conditions of this Agreement, Company hereby grants to Provider a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Provider's internal use in connection with his or her use of the Services.
3. Use Restrictions. Provider shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Provider shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. Reservation of Rights. Company reserves all rights not expressly granted to Provider in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Provider or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
5. Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Provider's and any Authorized End User's access to any portion or all of the Services if: (1) Company reasonably determines that (a) there is a threat or attack on any of the Company IP; (b) Provider's or any Authorized End User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other Provider or vendor of Company; (c) Provider, or any Authorized End User, is using the Company IP for fraudulent or illegal activities; (d) subject to applicable law, Provider has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) Company's provision of the Services to Provider or any Authorized End User is prohibited by applicable law; or (2) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Provider to access the Services. Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Provider and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Provider or any Authorized User may incur as a result of a Service Suspension.
6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Provider's use of the Services and collect and compile Aggregated Statistics. As between Company and Provider, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Provider acknowledges that Company may compile Aggregated Statistics based on Provider Data input into the Services. Provider agrees that Company may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Provider or Provider's Confidential Information.

3. Provider Responsibilities.

1. General. Provider is responsible and liable for all uses of the Services and Documentation resulting from access by Provider, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Provider is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Provider will be deemed a breach of this Agreement by Provider. Provider shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
2. Third-Party Products. Company may from time to time make Third-Party Products available to Provider. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions as set forth in such third party's license or terms of use. If Provider does not agree to abide by the applicable terms for any such Third-Party Products, then Provider should not install or use such Third-Party Products.

4. Service Levels.

Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to make the Services available to Provider. Company makes no warranty or guarantee as to uptime or accessibility.

5. Intellectual Property Ownership; Feedback.

1. Company IP. Provider acknowledges that, as between Provider and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
2. Provider Data. Provider hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Provider Data and perform all acts with respect to the Provider Data as may be necessary for Company to provide the Services to Provider, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Provider Data incorporated within the Aggregated Statistics.
3. Feedback. If Provider or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Provider hereby assigns to Company on Provider's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

6. Warranty Disclaimer.

THE COMPANY IP IS PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, SERVICES, SITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PROVIDER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FURTHER, NO REPRESENTATION IS MADE OR WARRANTY GIVEN AS TO THE COMPLETENESS OR ACCURACY OF INFORMATION OR CONTENT PRESENTED ON THE SITE. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM PROVIDER ACCESS TO, OR INABILITY TO ACCESS THE SITE, OF FROM PROVIDER'S RELIANCE ON ANY INFORMATION PROVIDED IN THE SITE.

7. Indemnification.

1. Company Indemnification.
   1. Company shall indemnify, defend, and hold harmless Provider from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Provider resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Provider promptly notifies Company in writing of the claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such claim.
   2. If such a claim is made or appears possible, Provider agrees to permit Company, at Company's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for Provider to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Provider.
   3. This Section will not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (b) modifications to the Services not made by Company; (c) Provider Data; or (d) Third-Party Products.
2. Provider Indemnification. Provider shall indemnify, hold harmless, and, at Company's option, defend Company from and against any Losses resulting from: (1) any Third-Party Claim that the Provider Data, or any use of the Provider Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or (2) any claim, suit, action, or proceeding ("Claim") based on Provider's or any Authorized User's (a) breach of any provision of this Agreement; (b) negligence or willful misconduct; (c) use of the Services in a manner not authorized by this Agreement; (d) use of the Services in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; (e) modifications to the Services not made by Company; or (f) breach of data related in any way to the Services. Provider may not settle any Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

8. Limitations of Liability.

IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $1,000.

9. Term and Termination.

1. Term. The term of this Agreement begins when Provider accesses the Portal and will continue in effect until terminated as set forth herein (the "Term").
2. Termination. Company may terminate this Agreement with immediate effect upon written notice to Provider if Provider breaches any of its obligations herein. Either Party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other Party.
3. Effect of Termination. Upon termination of this Agreement, Provider shall immediately discontinue use of the Services, Documentation, and Company IP and Provider shall delete, destroy, or return, at Company's sole discretion, all copies of the Documentation and Company IP and certify in writing to Company that the Documentation or Company IP has been deleted or destroyed.

10. Miscellaneous.

1. Entire Agreement. Except for the Site Terms and Conditions and applicable Physician Professional Services Agreement, this Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between this Agreement and the Physician Professional Services Agreement, the Physician Professional Services Agreement shall control.
2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), by email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
3. Force Majeure. In no event shall Company be liable to Provider, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (1) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (2) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in the city of Salt Lake and County of Salt Lake, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
7. Assignment. Provider may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
8. Export Regulation. Provider shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Provider Data outside the US.
9. US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Provider is an agency of the US Government or any contractor therefor, Provider only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 (Confidential Information) or, in the case of Provider, Section 2(c) (Use Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Survival.

The following Sections shall survive the termination of this Agreement: Sections 1 (Definitions); 3 (Provider Responsibilities); 5 (Intellectual Property Ownership; Feedback); 6 (Warranty Disclaimer); 7 (Indemnification); 8 (Limitation of Liability); 10 (Miscellaneous), and any other Section which by its nature should reasonably survive termination.