Client Agreement

A. Independent Contractor Status.

1. The relationship of the parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.
2. The Manager has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Manager or the Manager’s staff shall perform the Services, and the Company is not required to hire, supervise, or pay any assistants to help the Manager perform those Services. The Manager shall provide insurance coverage for itself and its staff.

A. Confidentiality. During the Term, the Manager may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Manager (“Confidential Information”). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Manager will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Manager shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

B. Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information that:

1. was or becomes publicly available other than as a result of a disclosure by the Manager in violation of this Agreement.
2. was or becomes available to the Manager on a nonconfidential basis before its disclosure to the Manager by the Company, but only if:
   1. the source of such information is not bound by a confidentiality agreement with the Company.
   2. it is not otherwise prohibited from transmitting the information to the Manager by a contractual, legal, fiduciary, or other obligation
   3. the Manager provides the Company with written notice of its prior possession either (I) before the Effective Date of this Agreement or (II) if the Manager later becomes aware (through disclosure to the Manager) of any aspect of the Confidential Information as to which the Manager had prior possession, promptly on the Manager so becoming aware.
   4. it is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Manager shall:
      1. provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; and
      2. provide reasonable assistance to the Company in obtaining any protective order. If a protective order or other remedy is not obtained or the Company grants a waiver under this Agreement, the Manager may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Manager is legally compelled or otherwise required to disclose. However, the Manager shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any part of the Confidential Information disclosed in this way; or
   5. was developed by the Manager independently without breach of this Agreement.

During the Term, the Manager is free to engage in other independent contracting activities.

Within five business days of the expiration or earlier termination of this Agreement, the Manager shall return to the Company, retaining no copies or notes, all Company products, samples, models, property, and documents relating to the Company’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Manager during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company’s business, whether prepared by the Manager or by others, remain the Company’s exclusive property.

A. Of Company by Manager. At all times after the effective date of this Agreement, the Manager shall indemnify the Company and its subcontractors, officers, members, managers, employees, owners, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Company Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Company Indemnitee may incur and that arise from:

1. the Manager’s gross negligence or willful misconduct arising from the Manager’s carrying out of its obligations under this Agreement.
2. the Manager’s breach of any of its obligations or representations under this Agreement; or
3. the Manager’s breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Manager is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Manager’s own actions, the Manager will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Manager or the Company resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Manager’s earnings if the Manager had been on the Company’s payroll and employed as a Company employee.

B. Of Manager by Company. At all times after the effective date of this Agreement, the Company shall indemnify the Manager and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Manager Indemnitees”) from all Claims that the Manager Indemnitees may incur arising from:

1. the Company’s operation of its business.
2. the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
3. the Company’s breach of any of its obligations or representations under this Agreement. However, the Company is not obligated to indemnify the Manager if any of these Claims result from the Manager’s own actions or inactions.

A party will not be considered in breach or in default because of and will not be liable to the other party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”).

A. Choice of Law. The laws of the state of Texas govern this Agreement (without giving effect to its conflicts of law principles).

B. Choice of Forum. Both parties’ consent to the personal jurisdiction of the state and federal courts in Bexar County, Texas.

No amendment to this Agreement will be effective unless it is in writing and signed by both parties or an authorized representative of each party.

A. No Assignment. Neither party may assign any of its rights under this Agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

B. No Delegation. Neither party may delegate any performance under this Agreement, except with the prior written consent of the other party.

C. Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

A. Counterparts. The parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

B. Electronic Signatures. This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.

A. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

B. Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Company:
_________________________
_________________________
_________________________
_________________________

If to the Manager:
Principled Medical Management
Melanie Keil, MBA
19411 Desert Oak
San Antonio, TX 78258
melanie.keil@principledmedical.com

C. Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

This Agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter into this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.

The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.

This Agreement will become effective when all parties have signed it. The date the last party signs this Agreement (as indicated by the date associated with that party’s signature) will be deemed the date of this Agreement.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this Agreement contemplates or to evidence or carry out the intent and purposes of this Agreement.

Each party is signing this Agreement on the date stated opposite that party’s signature.