ADMINISTRATIVE SERVICES AGREEMENT

Background:

A. PatientScheduler provides administrative services through a software to certain physicians, specialists, extended benefits providers and providers of diagnostic testing services (the “Service Provider”); and

B. The Service Provider wishes to use PatientScheduler for certain administrative services to the Service Provider, as set out in this Agreement.


Each of PatientScheduler and the Service Provider is a “Party” and together are the “Parties”. By signing this document, the Parties agree to be bound by the terms of this Agreement in the attached pages, including Schedules A, B and C.

ADMINISTRATIVE SERVICES AGREEMENT

ARTICLE 1 - Services:

1.1 PatientScheduler will agree to provide the Service Provider with the services as set out in Schedule A (collectively, the “Services”) in accordance with the terms and conditions set out in this Agreement.

ARTICLE 2 - FEES:

2.1 In exchange for and as consideration of the rights granted to and the Services to be provided by PatientScheduler pursuant to this Agreement, the Service Provider will pay PatientScheduler a monthly block fee for the Services as set out in Schedule B (the “Monthly Fee”).

2.2 On the first day of each calendar month during the term of this Agreement, the Service Provider will pay PatientScheduler the Monthly Service Fee for such calendar month.

ARTICLE 3 - LICENCE/TRADEMARKS:

3.1 Each Party (in such capacity, a “Licensor”) will agree to grant to the other Party (in such capacity, a “Licensee”), a non-exclusive, non-transferable, non-assignable, licence to use certain of Licensor’s registered and un-registered trademarks as set out in Schedule C (the “Marks”) for the purposes of: (i) illustrating the relationship between the Service Provider and PatientScheduler (i.e. the Service Provider being a member of PatientScheduler’s network); and (ii) otherwise fulfilling the Licensee’s obligations under the Agreement (collectively, the “Purpose”).

3.2 The Licensor will:

  1. (a) use the marks solely for the Purpose;
  2. (b) use the Marks in the manner and form as may be prescribed from time to time by the Licensor;
  3. (c) not register or use domain names containing the Marks without the prior written approval of the Licensor;
  4. (d) not use the Marks in any manner that is offensive to good taste or will injure the reputation of the Licensor; and
  5. (e) not associate the Marks with the intellectual property of any third party on any promotional, advertising, or other materials related thereto without the prior written approval of the Licensor.

ARTICLE 4 - COVENANTS

  1. 4.1 Each of the Parties will agree to operate in a manner that is consistent with applicable law.

ARTICLE 5 - NON-EXCLUSIVITY

  1. 5.1 The Service Provider will be permitted to acquire services similar to the Services from third parties.
  2. 5.2 PatientScheduler will be permitted to provide the Services to others (including other Service Providers).

ARTICLE 6- PERSONAL HEALTH INFORMATION

  1. 6.1 Each of the Parties acknowledge that PatientScheduler, in providing the Services, may receive and make use of “Personal Health Information” as defined in the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”), related to a patient of the Service Provider (the “Patient”). Each of the Parties acknowledge that PatientScheduler, in performing the Services, is at all times acting as an Agent (as defined in PHIPA) of a Health Information Custodian (as defined in PHIPA), and is not a Health Information Custodian. The Service Provider hereby authorizes PatientScheduler to act as its agent in connection with any Personal Health Information which the Services Provider provides to PatientScheduler or which PatientScheduler otherwise receives on behalf of the Services Provider in connection with PatientScheduler’s performance of Services under this Agreement.
  2. 6.2 PatientScheduler agrees not to use Personal Health Information for any reasons other than the provision of the Services, and will do so in accordance with PHIPA.
  3. 6.3 Notwithstanding Sections 6.1 & 6.2, PatientScheduler may disclose Personal Health Information to a Serviced Party, and/or another member of a Patient’s circle of care, in connection with the provision of Services and as agent for the relevant Health Information Custodian.

ARTICLE 7 - INSURANCE

  1. 7.1 Each of the Parties will be required to maintain insurance commensurate with the Services that they are providing, including cyber-insurance as appropriate.

ARTICLE 8 - REPRESENTATIONS

  1. 8.1 PatientScheduler represents, warrants and covenants to the Service Provider that the following statements are true and correct as of the Effective Date and will be true and correct at all times until termination or expiry of this Agreement and acknowledges that the Service Provider is relying on such representations, warranties and covenants in entering into this Agreement and performing its respective obligations hereunder:
    1. PatientScheduler is a corporation duly incorporated, organized and validly existing in good standing under the laws of the Province of Ontario;
    2. PatientScheduler has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by PatientScheduler under this Agreement;
    3. this Agreement has been duly and validly authorized, executed and delivered by, and constitutes valid and binding obligations of, PatientScheduler, enforceable against it in accordance with its respective terms; and
    4. the authorization, creation, execution and delivery of this Agreement by PatientScheduler and the performance of its obligations hereunder and thereunder will not: (i) conflict with, result in the breach of, or constitute an event which would, or with the lapse of time or action by a third party or both could result in a default under, or accelerate the performance required by, the terms of any agreement, document, contract, instrument or commitment to which it is a party or by which it is bound; (ii) breach or violate the articles, by-laws or any other constating documents of PatientScheduler; or (iii) conflict with or violate any applicable law.
  1. 8.2 The Service Provider represents, warrants and covenants to PatientScheduler that the following statements are true and correct as of the Effective Date and will be true and correct at all times until termination or expiry of this Agreement and acknowledges that PatientScheduler is relying on such representations, warranties and covenants in entering into this Agreement and performing its respective obligations hereunder:
    1. if the Service Provider is a body corporate:
      1. the Service Provider is a corporation duly incorporated, organized and validly existing in good standing under the laws of the jurisdiction of its incorporation;
      2. the Service Provider has all necessary corporate power and authority to enter into this Agreement and to perform all of the obligations to be performed by the Service Provider under this Agreement;
    2. if the Service Provider is an individual, the Serviced Party has the necessary capacity to enter into this Agreement and to perform all of the obligations to be performed by the Service Provider under this Agreement;
    3. this Agreement has been duly and validly authorized, executed and delivered by, and constitutes valid and binding obligations of, the Service Provider, enforceable against it in accordance with its respective terms;
    4. the authorization, creation, execution and delivery of this Agreement by the Service Provider and the performance of its obligations hereunder and thereunder will not: (i) conflict with, result in the breach of, or constitute an event which would, or with the lapse of time or action by a third party or both could, result in a default under, or accelerate the performance required by, the terms of any agreement, document, contract, instrument or commitment to which it is a party or by which it is bound; (ii) if the Service Provider is a body corporate, breach or violate the articles, by-laws or any other constating documents of the Service Provider; or (iii) conflict with or violate any applicable law; and
    5. the Service Provider has the necessary legal authority to permit PatientScheduler to collect PHI on its behalf and it is the “health information custodian” of the PHI and has not been instructed by the person to whom the information relates not to access the PHI.

ARTICLE 9 - TERM

  1. 9.1 The term of this Agreement will begin on the Effective Date and is indefinite, subject to a Party terminating in accordance with the terms of the Agreement.

ARTICLE 10 - TERMINATION RIGHTS

  1. 10.1 Termination for Convenience: Either Party can terminate the Agreement on one (1) months’ written notice to the other Party.
  2. 10.2 Reciprocal Right of Termination for Cause: Either Party may terminate the Agreement where the other Party fails to perform any of its material obligations under the Agreement (including payment obligations) and fails to remedy such breach within 15 days of receiving a written notice from other Party of such breach.
  3. 10.3 Automatic Termination: Either Party will have the right to terminate the Agreement immediately (i.e. with no cure period, on notice), in the event that:
    1. The other Party is the subject of a voluntary or involuntary petition in bankruptcy or any other proceedings relating to insolvency or receivership; or
    2. The other Party has committed a Material Breach
  4. For the purpose of this Agreement, a “Material Breach” means a Party’s breach of: (i) its privacy obligations [under Article 6]; and (ii) its covenants contained in Sections 3.2, 4.1, 6.1, 7.1 and 11.1; and, in the case of the Service Provider, Section 2.1.

ARTICLE 11 - CONFIDENTIALITY

  1. 11.1 Subject to Section 11.2, except as otherwise required by any applicable laws, each Party (a “Receiving Party”) agrees to maintain as confidential and not to disclose to any third party any and all information excluding Personal Health Information (“Confidential Information”) provided by the other Party (the “Disclosing Party”) or otherwise obtained by Receiving Party from the Disclosing Party in the performance of the terms of this Agreement. A Receiving Party will be permitted to disclose relevant aspects of a Disclosing Party’s Confidential Information to its affiliates and personnel and to other parties to the extent that such disclosure is reasonably necessary for the performance of the duties and obligations of the Receiving Party, or the exercise of any rights or privileges granted, under this Agreement; provided, however, that prior to such disclosure such party will inform such affiliates, personnel, and parties of the confidential nature of the Confidential Information and such affiliates, personnel, and parties are bound by obligations of confidentiality no less onerous than those imposed hereunder.
  2. 11.2 Notwithstanding Section 11.1, PatientScheduler may disclose Confidential Information to any Serviced Party in connection with the provision of Services.
  3. 11.3 For greater clarity, Personal Health Information is governed by ARTICLE 6 hereof.

ARTICLE 12 - INDEMNITY

  1. 12.1 Each Party (the “Indemnifying Party”) will indemnify the other Party and its directors, officers, shareholders, employees and agents (collectively, the “Indemnified Parties”) in respect of the following:
    1. all losses suffered or incurred by the Indemnified Party as a result of or arising directly out of or in connection with the death or bodily injury of any person caused by the actions, omissions or contractual breach of the Indemnifying Party or any of its affiliates or any of their respective employees, contractors, or agents in connection with the provision of Services or otherwise pursuant to this Agreement;
    2. all losses suffered or incurred by the Indemnified Party as a result of or arising directly out of or in connection with the damage, loss or destruction of any intangible property, real or tangible personal property or any other property of the Indemnified Parties caused by the actions, omissions or contractual breach of the Indemnifying Party or any of its affiliates or any of their respective employees, contractors or agents in connection with the provision of Services or otherwise pursuant to this Agreement; and
    3. all losses suffered by the Indemnified Party arising from:
      1. Any breach of laws; or
      2. Any actual or possible use, infringement, inducement of infringement or violation of any intellectual property rights that results from or is alleged to result in connection with the provision of Services or otherwise pursuant to this Agreement, including, without limitation, the Indemnifying Party’s use of the Marks of the other Party.
      3. Third party claims regarding the Indemnifying Party’s use of the other Party’s Marks except where the Indemnifying Party has used the Marks in accordance with the terms of the Agreement.

ARTICLE 13 - GENERAL

  1. 13.1 Notice - All notices, requests, approvals, consents and other communication required or permitted under this Agreement (a “Notice”) will be given in writing and may be given by personal delivery, by facsimile, by e-mail, or by registered mail, addressed, as follows:
    1. If to PatientScheduler, to:

      Address: 56120, 100 King Street West, Toronto ON,

      Attention: Saeed Zeinali

      Phone: 647 834 2205

      Fax: Not applicable

      Email: sz@edgecollab.com

    2. If to the Service Provider, to:

      Attention: 

      Phone: 

      Fax: 

      E-mail : 

      or at some other mailing address as will have last been designated by Notice by either Party to the other. Any Notice personally delivered to the party to whom it is addressed as provided in this Section will be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day then the Notice will be deemed to have been given and received on the business day next following such day. Any Notice mailed to the address and in the manner provided for in this Section will be deemed to have been given and received on the fifth Business day next following the date of its mailing. Any notice transmitted by e-mail will be deemed given and received on the first business day after its transmission.

ARTICLE 13 - GENERAL

  1. 13.2 Survival - The following provisions of this Agreement will survive any termination of this Agreement: Sections 3.2, 11.1 and 12.1.
  2. 13.3 Relationship of the Parties - Nothing contained in this Agreement will be deemed or construed by the Parties hereto, or by any third party, to create the relationship of partnership or agency between the Parties, it being understood and agreed that no provision contained herein will be deemed to create any relationship between the Parties hereto other than the relationship of independent Parties contracting for services. Except as is otherwise expressly provided for herein, the Parties do not intend, nor will any provision of this Agreement be interpreted to create for any third party any obligations to or benefit from any of the Parties.
  3. 13.4 Assignment - Neither party may assign any of its rights or obligations under this Agreement to any Person without the prior written consent of the other party. This Agreement will enure to the benefit of and be binding upon the Parties, their successors and permitted assigns.
  4. 13.5 Governing Law - This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the non-exclusive jurisdiction of the courts of Ontario in respect of any disputes arising under this Agreement.
  5. 13.6 Counterparts and Facsimile - This Agreement may be executed in counterparts, each of which taken together will constitute one single agreement between the Parties. The Parties agree that this Agreement may be executed by electronic transmission and that the reproduction of signatures by facsimile or e-mail will be treated as binding as if originals.
  6. 13.7 Schedules - The following Schedules are included in, and form an integral part of, this Agreement: Schedule A – Services, Schedule B – Fees, and Schedule C - Marks.

SCHEDULE A - SERVICES

  1. PatientScheduler provides a software tool for patients to book appointments with walk-in and family physicians online. The appointments can be either in-person or over the phone/video.

SCHEDULE B - FEES

  1. The Monthly Service Fee is as follows:

    Flat monthly fee agreed.

SCHEDULE C MARKS

  1. [Note to draft: Insert a description of Logo, name and address and/or copy of the Marks.]