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6. Confidential and Proprietary Information: (a) Each party agrees that all know-how, business, technical and financial information it obtains (as a "Receiving Party") from the disclosing party (as a "Disclosing Party') constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this Schedule, the Receiving Party will hold in confidence and not use or disclose any of the Disclosing Party's Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order. (b) Any templates, schematics, processes or technical documentation provided by All Covered shall be deemed Confidential Information and proprietary information of All Covered without any marking or further designation. Client may use such information solely for its own internal business purposes. All Covered shall retain all rights to the aforementioned, which shall be returned to All Covered upon termination of the applicable Schedule. (c) All Covered shall maintain the confidentiality of protected health information in its possession or under its control in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act. 7. Third -Party Pass -Through Provisions: (i) All Covered may pass through to Client any fee increases or other terms mandated by third -party licensors whose products or services are directly licensed to Client by All Covered. Such increases or terms may be effective immediately. (ii) If Client terminates a third -party software license subscription or moves to a different service provider before the end of the license term, Client shall still be obligated to pay all license fees to All Covered through the end of the license term. (iii) Where service fees are based in part on Client's usage of a product or service, the usage is measured by the third -party licensor and used by All Covered to generate Client's monthly invoice. The invoice amount may therefore change from month to month based on Client's usage. Microsoft Azure costs are incurred as soon as Azure resources are allocated and will be billed to the customer at that time, including Azure resources in place during project to migrate the customer to or implement the Azure solution. (iv) All applicable service level agreements ("SLA") provided by the third -party licensor will be passed -through to Client. In some cases there may be a delay between the time when an SLA credit is earned and when the credit is fully processed. (v) Microsoft may release new services or products directly to customers or advertise the availability of such services or products prior to making them available to All Covered for resale to Client. All Covered shall not be responsible for any disruption to Client's business operations arising out of any delays in the release of such services or products. 8. Independent Contractor: All Covered and Client shall at all times be independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party shall have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent. 9. Assignment: This Schedule may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that All Covered may retain qualified third -party subcontractors to provide some of the services set forth in the Schedule without Client's prior consent. No consent shall be required where an assignment is made (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of the party's assets. Any purported assignment in violation of this section shall be void. 10. Disputes: Govemina Law, Arbitration: Attorney's Fees: New Jersey law, without regard to its conflict of laws principles, shall govem and enforce this Schedule. Any legal action between the parties arising out of or related to this Schedule shall be adjudicated by binding arbitration by JAMS, Inc. in Bergen County, New Jersey in accordance with its Expedited Arbitration Procedures. The prevailing party in any such action shall be entitled to an award of reasonable attorney's fees and costs in addition to any other award or recovery to which such party may be entitled. No legal action, regardless of form, may be brought by either party against the other more than one (1) year after the cause of action has arisen. 11. Complete Understanding: Modification: This Schedule, as well as any applicable terms of service posted at www.allcovered.com/terms, shall constitute the full and complete understanding and agreement between Client and All Covered and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Schedule shall be effective only if in writing and signed by both parties. (v6.10.2022) Page 10