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MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of January 15, 2024 (the "Effective Date"), by and between Pinnacle Consulting Group, Inc., a Delaware corporation ("Provider"), and Meridian Healthcare Systems, LLC, a California limited liability company ("Client").

ARTICLE 5 - CONFIDENTIALITY

5.1 Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to th

{
  "clauses": [
    {
      "clause_type": "confidentiality",
      "clause_text": "5.1 Definition of Confidential Information. \"Confidential Information\" means any non-public information disclosed by one party (the \"Disclosing Party\") to the other party (the \"Receiving Party\"), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, technical specifications, software code, algorithms, trade secrets, and personally identifiable information.\n\n5.2 Obligations. The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; (c) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (d) promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information.\n\n5.3 Exceptions. The obligations in Section 5.2 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.\n\n5.4 Required Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice to enable the Disclosing Party to seek a protective order or other appropriate remedy.\n\n5.5 Duration. The obligations under this Article 5 shall survive termination or expiration of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.",
      "obligations": [
        "Hold Confidential Information in strict confidence with at least reasonable care",
        "Not disclose to third parties without prior written consent",
        "Use Confidential Information solely for Agreement purposes",
        "Promptly notify of any unauthorized disclosure",
        "Provide prompt written notice if required to disclose by law"
      ],
      "rights": [
        "May disclose to employees, contractors, and advisors with need to know and bound by confidentiality",
        "No obligation for publicly available information",
        "No obligation for information independently developed"
      ],
      "applies_to": "both parties",
      "survival_period": "5 years (trade secrets: as long as trade secret status continues)",
      "risk_level": "low",
      "notable_terms": [
        "Mutual confidentiality obligations",
        "Carve-out for legally required disclosure with notice",
        "Extended protection for trade secrets beyond 5-year term"
      ]
    },
    {
      "clause_type": "indemnification",
      "clause_text": "8.1 Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns (collectively, \"Client Indemnitees\") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, \"Losses\") arising out of or relating to: (a) any breach of Provider's representations, warranties, or obligations under this Agreement; (b) any negligent or wrongful act or omission of Provider or its personnel in connection with the performance of the Services; (c) any claim that the Services or any deliverable infringes or misappropriates any third party's intellectual property rights; or (d) any violation of applicable law by Provider in connection with this Agreement.",
      "indemnifying_party": "Provider",
      "indemnified_party": "Client and its officers, directors, employees, agents, successors, and assigns",
      "triggers": [
        "Breach of representations, warranties, or obligations",
        "Negligent or wrongful acts in performing Services",
        "IP infringement claims against Services or deliverables",
        "Violation of applicable law"
      ],
      "covered_costs": [
        "Claims and demands",
        "Actions, suits, and proceedings",
        "Losses and damages",
        "Liabilities",
        "Costs and expenses",
        "Reasonable attorneys' fees and court costs"
      ],
      "applies_to": "Provider",
      "risk_level": "medium",
      "notable_terms": [
        "Includes IP indemnification",
        "Covers negligent acts of Provider's personnel"
      ]
    },
    {
      "clause_type": "indemnification",
      "clause_text": "8.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns (collectively, \"Provider Indemnitees\") from and against any and all Losses arising out of or relating to: (a) any breach of Client's representations, warranties, or obligations under this Agreement; (b) any negligent or wrongful act or omission of Client or its personnel; (c) any claim arising from Client's use of the Services in violation of this Agreement or applicable law; or (d) any materials, data, or content provided by Client that infringes any third party's rights.",
      "indemnifying_party": "Client",
      "indemnified_party": "Provider and its officers, directors, employees, agents, successors, and assigns",
      "triggers": [
        "Breach of representations, warranties, or obligations",
        "Negligent or wrongful acts of Client or personnel",
        "Misuse of Services in violation of Agreement or law",
        "IP infringement by Client-provided materials"
      ],
      "covered_costs": [
        "All Losses as defined in Section 8.1"
      ],
      "applies_to": "Client",
      "risk_level": "low",
      "notable_terms": [
        "Mutual indemnification structure",
        "Client responsible for content it provides"
      ]
    },
    {
      "clause_type": "indemnification",
      "clause_text": "8.3 Indemnification Procedures. The indemnified party shall: (a) provide prompt written notice of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance in the defense. The indemnifying party shall not settle any claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party's prior written consent.\n\n8.4 Exclusive Remedy. The indemnification provisions of this Article 8 constitute the exclusive remedy of the parties for any third-party claims arising out of or related to this Agreement.",
      "obligations": [
        "Indemnified party must provide prompt written notice",
        "Indemnified party must grant sole control of defense to indemnifying party",
        "Indemnified party must provide reasonable cooperation",
        "Indemnifying party must obtain consent before settlements imposing obligations"
      ],
      "applies_to": "both parties",
      "risk_level": "low",
      "notable_terms": [
        "Sole control of defense to indemnifying party",
        "Consent required for settlements imposing obligations",
        "Exclusive remedy for third-party claims"
      ]
    }
  ]
}