Licensing Agreement

1. DEFINITIONS

1.1 "AI Doctor" means Natzar's AI-mediated patient engagement system, including conversational interactions over SMS, WhatsApp, and other channels, operating under the supervision of the Natzar Clinical Team.

1.2 "BAA" means the Business Associate Agreement executed between the Parties contemporaneously with this Agreement, attached as Exhibit A.

1.3 "Eligible Patient" means a patient of Partner who has been identified by the Parties as eligible to receive the Natzar Services under this Agreement, consistent with Partner's network rules, applicable payer requirements, and patient consent.

1.4 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.

1.5 "Natzar Clinical Team" means the licensed physicians and other licensed clinicians employed or contracted by Natzar to provide clinical supervision of the AI Doctor and to deliver telehealth services to Eligible Patients.

1.6 "Natzar Services" means the end-to-end AI-supported primary care services described in Exhibit B, including AI Doctor engagement, clinical oversight, prescriptions and lab orders (where clinically appropriate and lawful), at-home test kit fulfillment, referral coordination, and quality-measure reporting.

1.7 "Partner Provider" means a physician, nurse practitioner, or other licensed healthcare provider affiliated with Partner who delivers care to Eligible Patients.

1.8 "PHI" has the meaning given in HIPAA and includes any individually identifiable health information of Eligible Patients.

1.9 "Service Levels" means the performance and clinical-safety standards set forth in Exhibit C.

2. SCOPE OF SERVICES

2.1 Engagement. Subject to the terms of this Agreement, Partner engages Natzar, and Natzar accepts the engagement, to deliver the Natzar Services to Eligible Patients identified under this Agreement.

2.2 Services Description. Natzar shall provide the Natzar Services as described in Exhibit B, which include:

(a) AI Doctor-led patient engagement through SMS, WhatsApp, and other agreed channels;

(b) Asynchronous and synchronous clinical interactions overseen by the Natzar Clinical Team;

(c) Annual health checkups and preventive care outreach designed to close HEDIS and other quality-measure gaps;

(d) Prescriptions, lab orders, and at-home test kit fulfillment, where clinically appropriate and lawful within Partner's network and the applicable jurisdiction;

(e) Referral coordination to Partner Providers and other in-network specialists;

(f) Real-time clinical escalation to the Natzar Clinical Team and to Partner Providers as appropriate;

(g) Reporting and analytics on engagement, quality, and care-gap closure.

2.3 Service Levels. Natzar shall use commercially reasonable efforts to meet the Service Levels in Exhibit C, including clinical-safety response times, system availability, and reporting cadence.

2.4 Modifications to Services. The Parties may amend the scope of services in writing. Material additions to the scope may require revised fees and shall be documented through a written Statement of Work (SOW) or amendment.

3. PARTNER OBLIGATIONS

3.1 Patient Identification. Partner shall identify Eligible Patients in coordination with Natzar and shall provide reasonable access to patient information (consistent with the BAA) needed to deliver the Natzar Services.

3.2 In-Network Routing. Partner shall provide an up-to-date directory of Partner Providers and accept patient referrals from Natzar consistent with Partner's network rules and provider capacity.

3.3 Clinical Coordination. Partner Providers shall reasonably cooperate with the Natzar Clinical Team on case handoffs, escalations, and continuity of care, including responding to clinical handoff messages within reasonable timeframes consistent with the Service Levels.

3.4 Integration Support. Partner shall provide reasonable cooperation, access, and information needed to integrate Natzar with Partner's EHR, scheduling, provider directory, and (where applicable) billing systems, on the integration timeline set forth in Exhibit D.

3.5 Patient Consent. Partner shall ensure that Eligible Patients have provided any consent required under HIPAA, state law, and Partner's own policies to receive the Natzar Services and to permit the related sharing of PHI between the Parties. Natzar shall obtain any additional consents specific to its AI-mediated engagement (such as TCPA consent for SMS and WhatsApp communications).

3.6 No Exclusivity Unless Stated. Nothing in this Agreement prohibits Partner from contracting with other vendors, except as expressly stated in Exhibit E (Exclusivity, if any).

4. CLINICAL RESPONSIBILITY

4.1 Natzar's Clinical Responsibility. Natzar, through the Natzar Clinical Team, holds clinical responsibility for:

(a) clinical decisions made by or under the supervision of the Natzar Clinical Team in connection with the AI Doctor and the Natzar Services;

(b) prescriptions and lab orders issued by members of the Natzar Clinical Team; and

(c) clinical escalation protocols, including triage and emergency-routing decisions made through the Natzar Services.

4.2 Partner's Clinical Responsibility. Partner, through Partner Providers, holds clinical responsibility for care delivered directly by Partner Providers to Eligible Patients, including in-person evaluations, in-office procedures, hospital-based care, and any care delivered outside the Natzar Services.

4.3 Standard of Care. Each Party shall ensure that all clinical services it delivers under this Agreement are performed in accordance with applicable laws, professional standards, and licensure requirements.

4.4 Clinical Oversight. The Parties shall establish a joint clinical-quality review process, including periodic case reviews, quality-measure reporting, and patient-safety incident review, as detailed in Exhibit C.

4.5 Licensure. Natzar represents that members of the Natzar Clinical Team delivering services to Eligible Patients are licensed in the state(s) in which those patients reside. Natzar shall maintain medical malpractice insurance as set forth in Section 11.

5. HIPAA AND PRIVACY

5.1 Business Associate Status. Natzar shall act as a Business Associate of Partner with respect to PHI processed under this Agreement, as set forth in the BAA attached as Exhibit A.

5.2 BAA Controls. The BAA governs the Parties' obligations with respect to PHI. In the event of any conflict between this Agreement and the BAA regarding the use, disclosure, or safeguarding of PHI, the BAA shall control.

5.3 Subcontractors. Natzar shall ensure that any subcontractor or downstream service provider with access to PHI is bound by a BAA on terms no less protective than the BAA between the Parties.

5.4 Security Standards. Natzar shall maintain administrative, technical, and physical safeguards consistent with HIPAA and industry best practices, as further described in Exhibit F.

6. FEES AND PAYMENT

6.1 Compensation Model. In consideration of the Natzar Services, Partner shall pay Natzar fees as set forth in Exhibit G, which may include any combination of:

(a) a per-member per-month (PMPM) fee for each enrolled Eligible Patient;

(b) a fee per completed encounter (such as annual checkup or care-gap closure event);

(c) performance-based fees tied to quality-measure improvement; or

(d) a fixed pilot fee for the initial pilot phase, if applicable.

6.2 Invoicing. Natzar shall invoice Partner monthly in arrears. Each invoice shall include reasonable detail on enrolled patients, encounters completed, and any performance-based fees earned.

6.3 Payment Terms. Partner shall pay each invoice within [30] days of receipt. Undisputed past-due amounts shall accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

6.4 Disputed Amounts. If Partner disputes any portion of an invoice in good faith, Partner shall notify Natzar in writing within 15 days of receipt and pay the undisputed portion. The Parties shall work in good faith to resolve the dispute within 30 days.

6.5 Taxes. Fees are exclusive of any applicable taxes. Each Party is responsible for its own income taxes; Partner is responsible for any sales, use, or similar taxes legally imposed on the Services (other than taxes based on Natzar's income).

6.6 Pricing Adjustments. Fees may be adjusted upon mutual written agreement or as expressly permitted in Exhibit G (for example, annual CPI adjustments after the initial Term).

7. TERM AND TERMINATION

7.1 Term. This Agreement begins on the Effective Date and continues for an initial term of [12] months (the "Initial Term"), and shall automatically renew for successive [12]-month renewal terms (each a "Renewal Term" and together with the Initial Term, the "Term") unless either Party provides written notice of non-renewal at least [60] days before the end of the then-current term.

7.2 Termination for Convenience. After the Initial Term, either Party may terminate this Agreement for convenience upon [90] days prior written notice.

7.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) materially breaches this Agreement and fails to cure within 30 days after written notice (or 10 days for a payment breach);

(b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or

(c) loses any license, certification, or accreditation necessary to perform under this Agreement.

7.4 Termination for Regulatory Reasons. Either Party may terminate this Agreement on [30] days written notice if a change in law or regulation makes the continuation of any material part of the Natzar Services unlawful or commercially impracticable.

7.5 Effect of Termination.

(a) Natzar shall continue to safely transition patient engagement and clinical care to Partner or its designee for a reasonable transition period, not to exceed [60] days, to avoid disruption of patient care.

(b) Partner shall pay all fees earned through the effective date of termination, including reasonable fees for the transition period.

(c) Each Party shall return or destroy the other Party's Confidential Information and PHI in accordance with the BAA, except as required by law.

(d) Sections that by their nature should survive termination — including Confidentiality, Indemnification, Limitation of Liability, Governing Law, and any accrued payment obligations — shall survive.

8. INTELLECTUAL PROPERTY

8.1 Natzar IP. Natzar retains all right, title, and interest in and to the Natzar Services, the AI Doctor, Natzar's software, clinical workflows, training data, models, documentation, and any improvements thereto (collectively, "Natzar IP"), including all related intellectual property rights. No rights in Natzar IP are granted to Partner except the limited license in Section 8.3.

8.2 Partner IP. Partner retains all right, title, and interest in and to its patient lists, EHR data, clinical protocols, branding, and other materials provided to Natzar ("Partner IP"). No rights in Partner IP are granted to Natzar except as needed to perform the Natzar Services.

8.3 License to Access Natzar Services. During the Term, Natzar grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Natzar Services solely for the purpose of receiving the Services for the benefit of Eligible Patients. Partner shall not reverse-engineer, copy, modify, or create derivative works of the Natzar IP.

8.4 De-Identified and Aggregated Data. Natzar may create de-identified and aggregated data from PHI processed under this Agreement, in accordance with HIPAA's de-identification standards, and may use such de-identified data for service improvement, research, benchmarking, and other lawful purposes.

8.5 Feedback. Any feedback, suggestions, or ideas Partner provides regarding the Natzar Services may be used by Natzar without restriction and without any obligation to Partner.

8.6 Co-Branding and White-Labeling. Co-branded or white-labeled use of the Natzar Services, if any, shall be set forth in Exhibit H.

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means non-public business, technical, financial, or clinical information disclosed by one Party (the "Discloser") to the other (the "Recipient"), whether oral or written, that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information does not include PHI, which is governed exclusively by the BAA.

9.2 Obligations. The Recipient shall (a) use Confidential Information only to perform under this Agreement; (b) protect it with the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) limit access to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Section.

9.3 Exceptions. Confidentiality obligations do not apply to information that is (a) publicly known through no fault of Recipient; (b) rightfully received from a third party without restriction; (c) independently developed by Recipient without use of Confidential Information; or (d) required to be disclosed by law, provided Recipient gives Discloser prompt notice (where lawful) and reasonable cooperation to seek a protective order.

9.4 Term. Confidentiality obligations survive for [5] years after termination of this Agreement, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual. Each Party represents and warrants that (a) it has the full right, power, and authority to enter into this Agreement; (b) its performance will not violate any other agreement; and (c) it will comply with all laws applicable to its performance.

10.2 Natzar. Natzar represents and warrants that:

(a) it will perform the Natzar Services in a professional and workmanlike manner consistent with industry standards;

(b) members of the Natzar Clinical Team are appropriately licensed and credentialed;

(c) it maintains the policies, procedures, and safeguards required by HIPAA and applicable state laws; and

(d) it carries the insurance described in Section 11.

10.3 Partner. Partner represents and warrants that:

(a) it holds all licenses, certifications, and authorizations necessary to operate as a [IPA/FQHC/etc.] and to deliver care to Eligible Patients;

(b) Partner Providers are appropriately licensed and credentialed; and

(c) it has obtained or will obtain all patient consents required for the Natzar Services.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER PARTY GUARANTEES SPECIFIC CLINICAL OUTCOMES, REIMBURSEMENT RESULTS, OR QUALITY-MEASURE PERFORMANCE FOR ANY INDIVIDUAL PATIENT.

11. INSURANCE

Natzar shall maintain, at its own expense, throughout the Term:

(a) Commercial General Liability insurance of not less than $[1,000,000] per occurrence / $[2,000,000] aggregate;

(b) Professional Liability / Medical Malpractice insurance covering the Natzar Clinical Team of not less than $[1,000,000] per claim / $[3,000,000] aggregate;

(c) Cyber and Privacy Liability insurance of not less than $[2,000,000] per claim; and

(d) such other insurance as may be required by applicable law.

Natzar shall provide certificates of insurance upon Partner's reasonable request. Partner shall maintain insurance customary for an organization of its type and size, including professional liability insurance for Partner Providers.

12. INDEMNIFICATION

12.1 By Natzar. Natzar shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claims, damages, and reasonable costs (including attorneys' fees) arising out of (a) the gross negligence or willful misconduct of Natzar or the Natzar Clinical Team; (b) Natzar's material breach of this Agreement or the BAA; or (c) any allegation that the Natzar Services infringe the intellectual property rights of a third party.

12.2 By Partner. Partner shall defend, indemnify, and hold harmless Natzar and its officers, directors, employees, and agents from and against any third-party claims, damages, and reasonable costs (including attorneys' fees) arising out of (a) the gross negligence or willful misconduct of Partner or Partner Providers; (b) Partner's material breach of this Agreement or the BAA; or (c) clinical decisions made by Partner Providers outside the scope of the Natzar Services.

12.3 Procedure. The indemnified Party shall (a) promptly notify the indemnifying Party of the claim; (b) give the indemnifying Party sole control of the defense and settlement (provided no settlement requires admission of liability or unindemnified payment by the indemnified Party); and (c) provide reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1 Cap. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY PARTNER TO NATZAR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) $[500,000].

13.2 Consequential Damages. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Excluded Claims. The limitations in Sections 13.1 and 13.2 do not apply to (a) breaches of confidentiality; (b) breaches of the BAA, HIPAA, or other laws governing PHI; (c) indemnification obligations; (d) intellectual property infringement claims; or (e) a Party's gross negligence or willful misconduct.

14. COMPLIANCE WITH LAW

14.1 Anti-Kickback and Stark. Nothing in this Agreement is intended to induce or reward referrals or services reimbursable under any federal or state healthcare program in violation of the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), or any similar law. The fees set forth in this Agreement represent fair market value for services actually provided, negotiated at arm's length, and not determined in a manner that takes into account the volume or value of referrals or other business generated between the Parties.

14.2 Exclusion. Each Party represents that neither it nor any of its employees or contractors performing under this Agreement is currently excluded, debarred, or otherwise ineligible to participate in federal or state healthcare programs, and each Party shall promptly notify the other if its status changes.

14.3 Cooperation. The Parties shall reasonably cooperate to ensure ongoing compliance with applicable healthcare laws, including any changes in regulation that may require amendments to this Agreement.

15. GENERAL PROVISIONS

15.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.2 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

15.3 Subcontracting. Natzar may engage subcontractors to perform portions of the Natzar Services, provided Natzar remains responsible for their performance and ensures appropriate BAAs are in place.

15.4 Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, government actions, and major utility or telecommunications failures. The affected Party shall promptly notify the other and use reasonable efforts to mitigate the impact.

15.5 Notices. Notices under this Agreement shall be in writing and delivered by hand, certified mail, overnight courier, or email (with confirmation of delivery) to the addresses listed on the signature page or as updated by written notice.

15.6 Governing Law. This Agreement is governed by the laws of the State of [Delaware], without regard to its conflict-of-laws principles.

15.7 Dispute Resolution. The Parties shall first attempt to resolve disputes through good-faith negotiation between senior executives. If unresolved within 30 days, the dispute shall be submitted to mediation administered by [JAMS / AAA] in [LOCATION]. If mediation fails within 60 days, the dispute shall be resolved by binding arbitration under the [JAMS / AAA] Commercial Arbitration Rules, before a single arbitrator, in [LOCATION], in English. Judgment may be entered in any court of competent jurisdiction. Either Party may seek injunctive relief in court to protect confidential information or intellectual property.

15.8 Entire Agreement. This Agreement, including all Exhibits and the BAA, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements regarding its subject matter.

15.9 Order of Precedence. In the event of a conflict: (a) the BAA controls over this Agreement on matters relating to PHI; (b) the main body of this Agreement controls over the Exhibits except where an Exhibit expressly amends a specific Section; and (c) a fully executed Statement of Work or amendment controls over earlier versions.

15.10 Amendments. No amendment is effective unless in writing and signed by both Parties.

15.11 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15.12 No Waiver. Failure to enforce any provision is not a waiver of the right to do so later.

15.13 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.