Public Safety Committee Meeting — Agenda Packet

CITY OF MAYVILLE PUBLIC SAFETY COMMITTEE MEETING AGENDA SEPTEMBER 28, 2026 6:00 PM MAYVILLE CITY HALL 15 S. SCHOOL STREET 1. CALL TO ORDER AND ROLL CALL 2. PLEDGE OF ALLEGIANCE TO THE FLAG 3. CITIZEN COMMENTS Citizen Comments are to be kept to a maximum of five minutes per speaker unless the chairperson allows an extension of time. Each citizen is to make comments at the podium after stating name and address. Each citizen may comment only one time per public hearing / meeting. 4. APPROVAL OF MINUTES 4.1. Approval of Minutes of the August 24, 2026, Public Safety Committee Meeting 5. DISCUSS WITH POSSIBLE ACTION 5.1. Monthly Police Department Report to the Public Safety Committee 5.2. Monthly Fire Department Report to the Public Safety Committee 5.3. Monthly EMS Report to the Public Safety Committee 5.4. Discuss, with Possible Recommendation, Agreement with Paralign Health, Inc. for Participation in the Paralign Community Paramedicine Program 5.5. Discuss, with Possible Recommendation, Contract with Emergency Communications Systems for Tornado Siren Inspection and Maintenance Services and Length of Term of Contract 6. ADJOURNMENT Ald. Molly Henkel, Presiding Officer Meeting starts at 6:00PM or immediately following the Special Common Council meeting. NOTE: Persons with disabilities requiring special accommodations for attendance at the meeting should contact City Hall at least one (1) business day prior to the meeting. Page 1 of 57 CITY OF MAYVILLE PUBLIC SAFETY COMMITTEE MEETING MINUTES AUGUST 24, 2026 6:00 PM MAYVILLE CITY HALL 1. CALL TO ORDER AND ROLL CALL The meeting was called to order at 06:00 PM by Ald. Molly Henkel, with the following roll call: Present: Ald. Molly Henkel, Ald. Jason Buske, Ald. Mary Winter (arrived at 6:17 PM). Excused: None. Absent: None. Staff present: DPW/Parks Director Jake Schellpfeffer, Police Cheif Ryan Toellner, Police Lieutenant Jeremy Johnson, EMS Director Julie Staffin, EMS Deputy Director Devin Sellnow, TAG Director Jess Loomans, Fire Cheif Geoff Engel, Comptroller/Treasurer Darlene Smith, and Clerk/Executive Assistant Anastasia Gonstead. 2. PLEDGE OF ALLEGIANCE TO THE FLAG The Pledge of Allegiance was recited by those in attendance. 3. CITIZEN COMMENTS Tyler Clark of 103 S. Walnut Street was present for citizen comment. Mr. Clark read a letter, relating to agenda item 5.7, wrote by St. Johns Principal in support of a permanent 4-way stop sign at Walnut and Bridge Streets. 4. APPROVAL OF MINUTES 4.1. Approval of Minutes of the July 27, 2026, Public Safety Committee Meeting The motion to approve the minutes of the July 27, 2026, Public Safety Committee Meeting was made by Ald. Buske and seconded by Ald. Henkel. Ayes: Ald. Henkel, Ald. Buske Nays: None Vote Count: 2 - 0 Motion has Passed. 5. DISCUSS WITH POSSIBLE ACTION 5.1. Monthly Police Department Report to the Public Safety Committee Chief Toellner provided his monthly report to the Public Safety Committee. There have been 491 calls since the last Public Safety meeting. He informed the Committee that school is starting soon, with public schools starting next Tuesday. Officer Schultz should be off field training next week. Cheif Toellner said the department is now prepping for Audubon Days after a great turnout for National Night Out a few weeks ago. 5.2. Monthly Fire Department Report to the Public Safety Committee Page 2 of 57 Chief Engel provided his report to the Committee, and also a handout. There have been 16 calls for service since the last Public Safety Committee meeting. He gave an overview of the larger calls. The Fire Department Roster is at 21 members. There is a Silent Parade being held in Juneau in remembrance of 9/11. Chief Engel provided an overview of other upcoming events, training, and fire inspections. Fire inspection referrals for correction have gone down 50% from last year. Chief Engel provided an update on equipment and took questions from the Body. He gave an overview on the DNR Grant submission, waiting for coming results if recieved. 5.3. Monthly EMS Report to the Public Safety Committee EMS Director Julie Staffin provided her monthly report to the Committee. There have been 994 calls to date for the year. She provided an equipment update. Director Staffin informed the Committee that they are training with med control this week. EMS also received a WE Energy grant for pagers. Director Staffin informed the Committee that the new build contract is with the attorney for final review. 5.4. Discuss, with Possible Recommendation, Introduction of Ordinance 1155-2026, "An Ordinance to Create Chapter 196 of the Municipal Code of the City of Mayville, Relating to Tattoo, Body Piercing, and Massage Establishment Licenses" Clerk/Executive Assistant Gonstead provided an overview on this agenda item. An ordinance like this is used in many other communities. This would allow the City to touch base with these businesses annually to make sure of state license compliance as well as public safety. The motion to recommend Common Council approve Ordinance 1155-2026, "An Ordinance to Create Chapter 196 of the Municipal Code of the City of Mayville, Relating to Tattoo, Body Piercing, and Massage Establishment Licenses" was made by Ald. Henkel and seconded by Ald. Buske. Ayes: Ald. Henkel, Ald. Winter, Ald. Buske Nays: None Vote Count: 3 - 0 Motion has Passed 5.5. Discuss, with Possible Recommendation, Introduction of Ordinance 1157-2026, "An Ordinance Repealing and Recreating §397-14 of the Municipal Code of the City of Mayville, Relating to Bicycles, Electric Bicycles, Play Vehicles, and Electric Micromobility Devices" The motion to recommend Common Council approve Ordinance 1157-2026, "An Ordinance Repealing and Recreating §397-14 of the Municipal Code of the City of Mayville, Relating to Bicycles, Electric Bicycles, Play Vehicles, and Electric Micro Mobility Devices" was made by Ald. Buske and seconded by Ald. Winter. Ayes: Ald. Henkel, Ald. Winter, Ald. Buske. Nays: None Vote Count: 3 - 0 Motion has Passed. 5.6. Discuss, with Possible Recommendation, Resolution 6084-2026, "Approve Class "B" Fermented Malt Beverage License for Lucky Tap Shed LLC, 1400 Horicon Street" Page 3 of 57 Clerk/Executive Assistant Gonstead provided an overview on this agenda item. Lucky Tap Shed LLC is a new business coming into the City. They will serve pizza and beer, there is no quota for Class "B" fermented malt beverage licenses. The motion to recommend Common Council approve Resolution 6084-2026, "Approve Class "B" Fermented Malt Beverage License for Lucky Tap Shed LLC, 1400 Horicon Street" was made by Ald. Buske and seconded by Ald. Henkel. Ayes: Ald. Henkel, Ald. Winter, Ald. Buske. Nays: None Vote Count: 3 - 0 Motion has Passed. 5.7. Discuss, with Possible Recommendation, Addition of a 4-Way Stop at Walnut and Bridge Streets The motion to recommend Common Council approve the addition of a 4-way stop at Walnut and Bridge Streets was made by Ald. Henkel and seconded by Ald. Buske. Ayes: Ald. Henkel, Ald. Buske, Ald. Winter. Nays: None. Vote Count: 3 - 0 Motion has Passed. 6. ADJOURNMENT The motion to adjourn the meeting was made by Ald. Henkel and seconded by Ald. Buske. Ayes: Ald. Buske, Ald. Henkel, Ald. Winter. Nays: None. Vote Count: 3 - 0 Motion has Passed. The Public Safety Committee meeting was adjourned at 6:23 PM. Respectfully submitted by Lexi Volbright - Deputy Clerk. Page 4 of 57 The City of Mayville, WI Staff Memo Meeting Date: September 28, 2026 Memo Date: September 16, 2026 To: Public Safety Committee From: Julie Staffin, EMS Director Mobile Integrated Health Initiative In the packet you will find an agreement Paralign MIH/Community Paramedicine program. The Wisconsin EMS Association is working with Paralign to obtain referrals that would bring funds for this service. This is essentially an agreement for Mayville EMS to participate in Paralign’s Mobile Integrated Health/Community Paramedicine program and have Paralign negotiate with insurance companies/payers and handle billing/payment administration. Paralign is creating a network of EMS agencies and other healthcare providers. Mayville EMS would provide community paramedicine/mobile integrated health services to eligible patients, while Paralign handles much of the contracting, billing, data reporting, and administration What is Mobile Integrated Health (MIH)? MIH provides scheduled, non-emergency services that address health-related needs before they lead to an avoidable 911 call, emergency department visit, or hospital readmission. The program would extend Mayville EMS’s existing assessment and patient-care capabilities into a preventive, coordinated model conducted under medical oversight. Potential services may include: • Post-discharge follow-up visits • Monitoring and education for chronic health conditions • Vital-sign, blood glucose, oxygen saturation, and weight trending • Medication reconciliation and adherence support • Fall-risk and home-safety assessments • Follow-up with frequent users of emergency services • Identification of barriers to care and connection with appropriate resources By identifying risks early and connecting patients with appropriate care, MIH could improve continuity of care, address unmet health needs, and reduce preventable use of emergency resources. Page 5 of 57 The City of Mayville, WI Staff Memo We currently have two licensed providers and are working with our medical control to move forward with our MIH program. There is no cost to the city, this agreement gets our foot in the door to start getting reimbursed for the services we provide. Page 6 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 PARALIGN MIH-CP PROGRAM: PROGRAM TERMS FOR PARTICIPATING PROVIDERS These “Program Terms” govern participation in the Paralign Community Paramedicine Program (“Program”). They form a contract between your organization and Paralign CIN, LLC, a Delaware limited liability company (“CIN”) which is a subsidiary of Paralign Health, Inc. (the “MSO”). CIN is a clinically and financially integrated network through which participating providers work together to offer the Program, in collaboration with MSO, as described in these Program Terms. Throughout these Program Terms, your organization may be referred to as “You, “Your,” or the “Provider”1. You, as the Provider, and CIN may each be called a “Program Party” or collectively, the “Program Parties.” By accepting these Program Terms, You are agreeing to provide services as a participating provider in the Program CIN. MSO provides non-clinical management services necessary to implement the CIN’s initiatives, administering the CIN’s day-to-day operations and promoting the Program to prospective participating providers, payers, and other stakeholders. CIN has contracted with MSO for such support and pays management fees to MSO to secure the infrastructure required for CIN’s activities. Providers who participate in the CIN pool their resources together through the CIN to purchase the MSO’s services. This creates efficiencies and cost-savings that allow CIN participants to focus their resources on clinical integration initiatives, and to offer more cost-efficient care. Many of CIN’s obligations under these Program Terms are performed by MSO under the contract between CIN and MSO, with direction from the CIN Leadership Council. The “CIN Leadership Council” is comprised of Council Members nominated by and affiliated with participating provider organizations, as described in greater detail at Exhibit B. By accepting these Program terms, You also confirm your participation in the CIN Organized Health Care Arrangement, as described at Exhibit C, and agree to the Paralign General Terms set forth in Exhibit D (“Paralign General Terms”) and the Business Associate Agreement set forth in Exhibit E. Recitals2 • Participating providers, such as city or county based fire departments, Fire Protection Districts, city or county based EMS agencies, or Ambulance Districts offer mobile integrated health- community paramedicine (“MIH-CP”) through the CIN for purposes such as the following: (a) to help stabilize patients with chronic conditions and prevent avoidable emergency department visits; (b) to extend the reach of physicians and other primary care providers, acting as their “eyes and ears” in the patient’s home environment; (c) to connect patients to other resources for their well- being, such as behavioral health support, community-based organizations, and health plan case management teams; (d) to re-engage disengaged patients who are often disconnected from primary care or behavioral health follow-up. • CIN is comprised of only those organizations who have voluntarily elected to become Participating Providers in the Program and engage in the following additional activities to enhance the quality, affordability, and accessibility of their services: (a) participation in clinical integration activities, 1 Whenever the context requires, the references to Provider will be inclusive of Provider's Individual Providers. 2 These Recitals are incorporated into and made part of these Program Terms. Page 7 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 including development and adherence to care pathways tailored to patient diagnosis and aligned with the CIN’s quality and patient experience initiatives; (b) collection and analysis of quality- focused performance metrics; and (c) participation in financial integration programs tied to quality and cost-efficiency. • CIN contracts with organizations on a non-exclusive, voluntary basis, such that Provider is free to contract with Payers outside of this Program, directly or through other provider networks, and to continue its existing business outside of this Program; • CIN has entered into or intends to enter into agreements with Payers for services rendered by Participating Providers to Payers’ beneficiaries (“Payer Contracts”); and • Provider provides services through Individual Providers who each, individually, are qualified and licensed to deliver such services (as applicable); and • CIN and Provider want to enter into an agreement, through these Program Terms, such that Provider, through Individual Providers, will serve as a Participating Provider and provide services upon all the terms and conditions of such Payer Contracts. ARTICLE I Definitions The terms below will have the following meanings in these Program Terms. Any capitalized term in these Program Terms not defined below shall be as defined in the Exhibits to these Program Terms. 1.1 “Benefit Plan” means a Payer’s health benefit plan or program, including a health maintenance organization plan, preferred provider arrangement, exclusive provider arrangement, health insurance plan, or other managed care arrangement for providing or arranging health benefits for its members or beneficiaries. 1.2 “Business Associate” has the meaning assigned to such term under HIPAA, including, but not limited to, 45 CFR § 160.103. 1.3 “Business Associate Agreement” has the meaning assigned to such term under HIPAA, including, but not limited to, 45 CFR § 160.103. 1.4 “CIN Representatives” has the meaning set forth in Section 3.7. 1.5 “Contract Requirements” means all requirements and conditions, including, but not limited to, those specified in the Payer Contracts, other guidance and regulations issued by Payers, laws and regulations applicable to CIN and/or Provider, and these Program Terms, including all schedules and exhibits attached hereto. 1.6 “Cost-share” means a charge for which a Covered Individual is directly responsible for as an additional out-of-pocket payment for Covered Services, regardless of whether defined as a copayment, deductible, coinsurance, or otherwise in the relevant Payer’s Benefit Plan. Not all Covered Services have a Cost-share. A Cost-share may be calculated in different ways, such as a fixed-amount or percentage of the total payment due for the Covered Services. Page 8 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 1.7 “Covered Individual” means an individual who is a beneficiary of a Benefit Plan sponsored by a Payer that has entered into a Payer Contract, pursuant to which the Covered Individual is entitled to receive healthcare services, or such other definition as may be included in a Payer Contract. 1.8 “Covered Services” means those services that a Provider is licensed, equipped and staffed to provide and which Provider provides to Covered Individuals and for which a Payer is required to pay pursuant to a Payer Contract (including any corresponding definition therein of covered services). 1.9 “Covered Site” means the clinic of a Participating Provider, or the home or other remote location in which a Covered Individual receives such Covered Services, whether in person through MIH- CP or via telehealth. 1.10 “Exclusion Database” means the National Practitioner Database and the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities. 1.11 “Individual Providers” are those individual employees or contractors of a Provider involved in the delivery of care to Covered Individuals on behalf of Provider under these Program Terms. 1.12 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, the Health Information Technology for Economic and Clinical Health Act of 2009, Public Law 111-5, the HIPAA Privacy Rule modifying 45 CFR Parts 160 and 164, and the HIPAA Security Rule, modifying 45 CFR Parts 160, 162 and 164, together with their implementing regulations. 1.13 “Individual Guarantor” has the meaning set forth in Section 3.6. 1.14 “Non-Covered Services” has the meaning set forth in Section 3.5. 1.15 “Participating Providers” means those organizations who have contractually agreed to participate in CIN’s Payer Contracts. A current roster of Participating Providers will be made available to Provider upon request. 1.16 “Payer Contracts” means those contracts entered into between CIN and a “Payer” (any third-party sponsor of a Benefit Plan) for the provision and payment of Covered Services by Participating Providers. 1.17 “Term” has the meaning set forth in Section 4.1. ARTICLE II Participating Provider Responsibilities 2.1 Services. Provider agrees it shall provide and perform (through its Individual Providers, as applicable) those Covered Services identified at Exhibit A to Covered Individuals and to accept as payment for such services the amounts set forth therein. Provider agrees to abide by the applicable policies, procedures, and requirements in the Program Manual(s) (defined in the Paralign General Terms) related to the administration of these Program Terms. 2.2 Credentialing. Provider shall meet any credentialing standards or other applicable standards of participation set by any Payer with regard to any Payer Contract in which Provider Page 9 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 participates, in addition to any qualification standards set by CIN or the MSO for participation in these Program Terms. Provider must satisfy any credentialing requirements of a Payer before participation in a Payer Contract and participation in CIN is not a substitute for such credentialing. 2.3 Payer Contracts. 2.3.1 Abide by Contracts. Provider agrees to be, and shall hereby become, bound by all the terms and conditions of such Payer Contracts as CIN may enter into with Payers that may reasonably be applied to Provider in the same manner and with the same obligations to Payers and Covered Individuals as if Provider were a directly contracting party thereto, subject to the provisions of these Program Terms. Provider shall be bound by each Payer Contract without further or advanced notice, unless the amount(s) payable to Provider for the Covered Services it provides under such Payer Contract are less than the amount(s) specified at the then-current Exhibit A. In the event that a Payer Contract would reimburse Provider in amount(s) less than the amount(s) specified at the then-current Exhibit A, Provider shall not be bound by such a Payer Contract except upon execution of an agreement to participate, which specifies the amounts Provider will be reimbursed. Unless Provider executes such an agreement to participate, Provider shall have elected not to provide Covered Services under any Payer Contract under which the amounts payable to Provider would be less than the amount(s) specified at the then-current Exhibit A. 2.3.2 Non-Exclusivity. The contractual relationship established between CIN and Provider shall not be exclusive in that Provider may enter into any third-party payer contract or participate in any other network as it may desire. Provider shall not by virtue of these Program Terms have exclusive rights as to the provision of Covered Services with respect to any Payer Contract. Nothing in these Program Terms guarantees Provider’s participation in any Payer Contract. Provider recognizes and acknowledges that Provider’s eligibility to participate in a particular Payer Contract may vary based on geographic location, the clinical needs of the Covered Individuals and other factors. Provider recognizes that its eligibility for participation in any individual Payer Contract is subject to the discretion of the involved Payer and CIN. For example, the CIN may enter into a Payer Contract with a Payer that does not offer coverage in the geographic area in which Provide offers services. Except as otherwise provided in these Program Terms, non-participation in a specific Payer Contract(s) shall have no effect on or consequence to participation in, or rights or obligations under, any other Payer Contract or the CIN generally. 2.3.3 Payer Contract List. CIN will maintain a listing of Payer Contracts in which Payer is participating through the CIN and periodically update such listing and furnish it to Provider. Listings of Payer Contracts may be provided to Provider through electronic access or by other means. Provider will abide by the terms of these Program Terms as to a Payer Contract entered into by the CIN, even if a listing of Payer Contracts has not yet been updated to include such Payer Contract. 2.4 Assist Payer and Covered Individuals. Provider agrees to reasonably assist Covered Individuals to understand and utilize their benefits under a Payer Contract in connection with Covered Services offered by Provider. Provider acknowledges that Payers may place certain obligations upon CIN and Provider regarding the quality of care received by Covered Individuals and that certain Payers may have the right to oversee and review the quality of care administered to Covered Individuals. Provider shall be bound by the terms of all such quality assurance and utilization review programs imposed by any Payer Contract that is the subject of these Program Terms or by a Program Manual and shall cooperate Page 10 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 with each Payer and/or CIN’s review of the quality of care administered to Covered Individuals. Provider hereby authorizes CIN and the MSO to release to Payers, without Provider’s prior consent, any and all information, records, summaries of records, and statistical reports specific to Provider and/or its Individual Providers (including, but not limited to, utilization profiles pertinent to the provision of Covered Services, professional qualifications, and credentialing information) using Provider’s name, Individual Providers’ names or any applicable code numbers, as requested by Payers. CIN and the MSO may use such information, records and reports for internal program monitoring and may disclose such information, records, and reports to Payers, other Participating Providers, prospective Participating Providers, and the public so long as any public disclosure identifying an Individual Provider’s name or code number is presented to Provider no fewer than ten (10) business days in advance. If Provider objects to any proposed disclosure within the ten (10) day period required by this paragraph, no public disclosure may be made of the specific identity of the Individual Provider. 2.5 Clinical and Financial Integration. Provider agrees to participate in the CIN’s clinical and financial integration activities, as selected and overseen by the CIN Leadership Council, which is responsible for developing, reviewing, and revising care pathways and other clinical support tools, as well as holding the CIN and its participants accountable to defined quality metrics through ongoing data analytics. Additional information regarding the clinical integration activities in which Provider will be expected to participate are described in the Program Manuals. Provider shall always retain full professional discretion within Provider’s scope of practice. While the CIN encourages adherence to care pathways and the use of clinical support tools, nothing in these Provider Terms or any Program Manual shall be construed to override or interfere with Provider’s independent clinical judgment in individual patient care decisions. In instances where Provider elects to deviate from a recommended care pathway, Provider is encouraged to provide feedback on the rationale to the CIN Leadership Council to support continuous pathway evaluation and refinement. Provider agrees to nominate a candidate to serve as a Council Member if requested by MSO, in accordance with the CIN Leadership Council Charter at Exhibit B, and to participate in providing input to the CIN Leadership Council on an ongoing basis, both informally through its interaction with Council Members, and in response to formal requests. Provider acknowledges that as part of the CIN’s financial integration efforts, participation in clinical integration activities, and the results of such activities, may impact Provider’s compensation as described in Exhibit A. 2.6 Provider’s Representations and Warranties. Provider affirms and incorporates herein by reference those representations and warranties contained in the Paralign General Terms. ARTICLE III Compensation 3.1 System Integration to Facilitate Payer Reporting and Claims Submission. Clinical records related to the provision of Covered Services in this Program must be maintained by Provider in an electronic record platform capable of integration with the MSO’s software for billing and data reporting purposes. Such an integration must be complete and functional, as determined in the sole discretion of the CIN, before a Provider can participate in this Program. Provider shall authorize and direct such implementation in collaboration with CIN and MSO. CIN (through its contract with the MSO) will extract the necessary data from the Provider’s records of clinical encounters to submit claims or invoices to Payers and report other performance data, both as required by the Payer Contracts. Clinical records maintained by Providers must substantiate the services provided and such substantiating records will be provided to Page 11 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 CIN upon request to facilitate payment and/or verify their sufficiency. Provider shall cooperate with the coordination of benefits efforts by CIN and Payers. 3.2 Compensation. Provider shall be compensated for Covered Services in accordance with Exhibit A. 3.3 Collection and Provider Payments. 3.3.1 CIN will bill and collect from the various Payers in accordance with the terms and conditions contained herein and the applicable Payer’s Payer Contract. 3.3.2 CIN will collect and distribute payment to Provider in the amounts specified herein for Covered Services rendered to Covered Individuals. CIN will use reasonable efforts to issue payment to Provider within ten (10) business days after CIN’s receipt of payment for services rendered by Provider under these Program Terms. 3.3.3 CIN shall have no liability to Provider or any Participating Provider for any non-payment by a Payer or a Covered Individual. Providers may seek payment from CIN for Covered Services only to the extent and up to the amount received by CIN from the Payer and/or Covered Individuals and as limited by the terms set forth in these Program Terms and the exhibits hereto. Professional services rendered by Provider outside the scope of these Program Terms shall not be billed by or through CIN, nor shall any Payer have responsibility or liability whatsoever in connection with such services, nor shall these Program Terms have any force or effect with respect to such services. 3.3.33.3.4 CIN or MSO shall provide Provider with payment statements or remittance information sufficient to support Provider’s reconciliation of amounts paid under these Program Terms. The format, content, timing, transmission method, recipient information, and other operational details for such statements shall be set forth in the applicable Program Manual or other written operational guidance provided by CIN or MSO, as may be updated from time to time. 3.4 Cost-shares. In connection with the claim submission and reconciliation process, CIN will receive information from the Payer, third-party administrator, or other persons or entities involved in the administration of the Covered Individual’s benefits regarding any Cost-share obligations that may arise in connection with Covered Services, if any. Based on this information, CIN will perform the billing of the Cost-share obligations and/or direct Participating Providers of the Cost-share amounts to be billed, up to the total reimbursement rate payable to Provider. Provider agrees to perform the billing of Cost- share amounts or refrain from billing Cost-share amounts (i.e. to permit CIN or a third party to do so) pursuant to CIN’s instructions and in accordance with any applicable Program Manual. Neither CIN nor Provider shall routinely waive Cost-share obligations required by a Benefit Plan, but it is acknowledged that some Benefit Plans and/or Covered Services will not require Cost-share obligations. 3.5 Non-Covered Services. CIN shall not make any payment to Provider for services rendered that are not Covered Services (“Non-Covered Services”) under a Payer Contract, and Provider may bill and collect directly from patients or Payers for such Non-Covered Services in accordance with the provisions of the agreements among them, if any, and all legal requirements. All amounts so collected shall be retained by Provider as compensation and shall not be credited towards or otherwise reduce the amount of compensation payable to Provider under the terms of these Program Terms. Page 12 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 3.6 Hold Covered Individuals Harmless. Except with respect to the collection of Cost-share amounts in accordance with Section 3.4, as applicable, Provider agrees that in no event, including, but not limited to, non-payment by CIN of amounts due Provider under this contract, insolvency of CIN, or any breach of this contract by CIN, shall Provider and its Individual Providers, assignees, or subcontractors have a right to seek any type of payment from, bill, charge, collect a deposit from, or have any recourse against Covered Individuals or any individual acting as a guarantor on a Covered Individual’s behalf for Covered Services received (an “Individual Guarantor”). The requirements of this paragraph shall survive any termination of this contract for services rendered prior to such termination, regardless of the cause of such termination. The Covered Individuals or any Individual Guarantor shall be third-party beneficiaries of this paragraph only. This paragraph supersedes any oral or written agreement now existing or hereafter entered into between Provider and such a Covered Individual or Individual Guarantor. This provision shall not prohibit the collection of debt owed by Covered Individuals or Individual Guarantors to Provider in connection with services rendered outside these Program Terms. 3.7 No Guarantee of Income or Earnings. Provider agrees that CIN and its affiliates, Participating Providers and CIN and Participating Provider members, managers, shareholders, directors, officers, agents, contractors and employees (collectively, the “CIN Representatives”) make no implications, warranties, promises, representations, or guarantees whatsoever about earnings or income to Provider in connection with Provider’s participation or status as a Participating Provider. The potential earnings and income of Provider in connection with these Program Terms may vary and can depend on many factors including economic, political, social, and regulatory changes, such as changes to the way consumers and payers reimburse the performance of health care services, changes in the plans and strategies of competitors of Provider and Provider’s investment of time, effort and skill into the services related to these Program Terms. No testimonials, prior successes, or past results are a guarantee of Provider’s income or earnings. Provider acknowledges that any examples, projections, forward-looking statements, or promotional materials provided by CIN Representatives to Provider regarding potential earnings or income are samples only and express only the possibility of earning potential, not actual earnings or financial or operational performance expected. Such materials are not guarantees, promises, or warranties of any kind, and the CIN Representatives are under no obligation to revise any such materials in light of new information or future events. There is no assurance that Provider’s status as a Participating Provider or its participation in CIN and its Payer Contracts will result in any income or earnings to Provider. CIN and CIN Representatives have not authorized any individual or company to make such a guarantee, promise or warranty. CIN and CIN Representatives expressly disclaim any warranties or guarantees that Provider will experience any income or earnings because of these Program Terms. ARTICLE IV Term and Termination 4.1 Term. Once Provider has accepted these Program Terms, including the Paralign General Terms and any Exhibits incorporated herein, the “Term” of these Program Terms will begin and shall continue until terminated as provided by these Program Terms. CIN will notify Payers of Provider’s participation, pursuant to the terms of the applicable Payer Contracts. Payers will then load Provider as a Participating Provider in any systems necessary to facilitate claims/invoice submission and processing. Provider’s participation in each Payer Contract is dependent upon completion of all applicable notice periods, loading process and any other credentialing or approval requirements imposed by the applicable Payer. As a result of this Process, the timing with which Provider becomes eligible to perform Covered Services for a particular Payer or Covered Individual may vary. Page 13 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 4.2 Termination Because of Death. These Program Terms shall automatically terminate in the event of the death of all of Provider’s Individual Providers. 4.3 Immediate Termination for Specific Breaches. CIN may immediately terminate these Program Terms, at CIN’s option, as specified in the Paralign General Terms. This includes, for example and without limitation, Provider’s failure to remove Individual Providers from providing services upon a loss of proper licensure or exclusion from federal or state health care programs. 4.4 Termination After Notice of Default. 4.4.1 Except for those breaches noted in Section 4.3, in the event Provider or CIN shall default in the performance of any term of these Program Terms, the Program Party not in default may provide to the other Program Party notice of intent to terminate these Program Terms. The notice shall state the reason(s) for the early termination. If the default is not cured within thirty (30) days of the date of the notice, then these Program Terms shall terminate. If the default is cured, then no termination will occur. The rights granted hereunder shall not be in substitution for, but shall be in addition to, any and all other rights and remedies for breach of contract available to a non-defaulting Program Party under Applicable Law. 4.4.2 Provider’s violation of a Program Manual or refusal to accept updated Paralign General Terms may, at CIN’s option, be treated as a default under this Section 4.4. 4.5 Termination upon Winding up of Company. These Program Terms will automatically and immediately terminate as of the dissolution and winding up of CIN or Provider. 4.6 Termination for Legal Compliance. CIN will have the unilateral right to terminate these Program Terms to the extent necessary to comply with applicable law if it is reasonably determined that continued participation by CIN in these Program Terms without amendment would put either Program Party at risk of violating any Applicable Law. Prior to termination of these Program Terms pursuant to this paragraph, CIN will first reasonably attempt to amend these Program Terms in a manner that will achieve the business purposes hereof and negotiate in good faith with Provider in an effort to achieve a mutually acceptable amendment. If CIN proposes such an amendment to these Program Terms for purposes of regulatory compliance and such amendment is unacceptable to Provider, either Program Party may choose to terminate these Program Terms within such timeframe as necessary to comply with applicable law. For purposes of this Section 4.6, “reasonably determined” means a determination is made in good faith after consultation with qualified legal counsel who has experience in matters of healthcare regulatory law, and after consideration of the relevant facts and circumstances and potential alternative approaches that might permit continued performance without violation of Applicable Law. 4.7 Termination of Payer Contract Participation. Upon CIN’s receipt of notice from any Payer with which CIN has executed a Payer Contract requesting, for any reason or no reason, that Provider or an Individual Provider no longer provide services under a Payer Contract, an Individual Provider’s participation in such Payer Contract shall terminate upon written notice to Provider. Such termination of participation in a specific Payer Contract will not cause the termination of these Program Terms. 4.8 Termination Without Cause. These Program Terms may be terminated without cause by either Program Party upon ninety (90) days’ prior written notice to the other. Page 14 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 4.9 Termination Upon Rejected Modification. These Program Terms may be terminated in accordance with Section 5.3 (Modification) or as provided in the Paralign General Terms if You reject updated Paralign General Terms or Program Manuals. 4.10 Payment Following Termination. After termination of these Program Terms, Provider shall be entitled to payment as specified herein for Covered Services rendered by Provider prior to the date of termination. If Provider continues to provide Covered Services that were commenced before the date of termination to Covered Individuals after the effective date of termination in accordance with the requirements of these Program Terms, Provider shall be entitled to continue receiving payment for such services at the rate specified herein until such Covered Services being rendered by Provider are completed. ARTICLE V Miscellaneous Provisions 5.1 Indemnification. 5.1.1 Provider’s Indemnification. Provider shall, to the maximum extent permissible by law, indemnify, defend, and hold harmless CIN and MSO, including such entities’ shareholders, directors, officers, agents, and employees (collectively, the “CIN Indemnified Parties”) for and from any and all liability, loss, expenses (including reasonable attorneys’ fees) and claims for damages for injury arising from acts or omissions by Provider arising from Provider’s own gross negligence or willful misconduct, any Individual Providers (including any loss of licensure, adverse licensure or credentialing action, or exclusion/suspension from participation in a federal or state healthcare program or other Benefit Plan) or any officer, agent or employee of Provider, in the rendering of any healthcare services, or arising from any breach or default on the part of Provider with respect to the representations and warranties made in these Program Terms (including the Paralign General Terms) or in Provider’s performance of these Program Terms. Provider, upon prompt notice from CIN or any person or entity indemnified hereunder, shall defend, at the expense of Provider, such action or proceeding. Notwithstanding anything to the contrary in these Program Terms, Provider’s obligations under this Section specifically exclude first party or direct claims against Provider by an indemnified party, or any claim for which a sole and exclusive remedy is provided under another section of these Program Terms. 5.1.2 CIN’s Indemnification. CIN agrees to indemnify, defend and hold harmless Provider, Provider’s Individual Providers and Provider’s shareholders, directors, officers, agents and employees (collectively, the “Provider Indemnified Parties”) for and from any and all liability, loss, expenses (including reasonable attorneys’ fees) and claims for damages for injury arising from acts or omissions by CIN, its officers, agents and employees, or arising from any breach or default on the part of CIN in the performance of these Program Terms. CIN, upon prompt notice from Provider, shall defend, at the expense of CIN, such action or proceeding. Notwithstanding anything to the contrary in these Program Terms, CIN’s obligations under this Section specifically exclude first party or direct claims against CIN by an indemnified party, or any claim for which a sole and exclusive remedy is provided under another section of these Program Terms. 5.1.3 Payment Adjustments for Insurance Proceeds. Payments by an indemnifying party under section 5.1.1 or 5.1.2 are limited to the amount of any liability, loss or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or other similar payment actually received by the indemnified party in respect of the indemnity claim, less any related costs and Page 15 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in premiums or other charge-backs. An indemnified party shall use commercially reasonable efforts to seek to recover any insurance proceeds available in connection with an indemnity claim. Promptly after realization of any insurance proceeds, indemnity, contribution, or other similar payment, an indemnified party shall reimburse the indemnifying party for such reduction in losses for which it was paid under section 5.1.1 or 5.1.2 before the realization of reduction of such losses. 5.1.4 Cooperation. Each Program Party may from time to time be faced with certain legal issues, actions or claims arising from or relating to these Program Terms. Each Program Party recognizes the value of cooperating with the other in good faith in such event, to the extent such cooperation does not violate applicable law, result in a breach of any insurance policy, or result in a breach of any confidentiality or privilege. Each Program Party agrees to notify the other promptly, and within fourteen (14) days, of receipt of any lawsuit, claim, regulatory action, or notice of intent to file a lawsuit based in any part on these Program Terms or services provided hereunder. Each Program Party agrees to provide the other with any and all information it possesses which is necessary to the other Program Party’s defense in litigation arising under or related to these Program Terms and which is not reasonably available from another source or subject to laws of confidentiality, attorney-client privilege and work product. The Program Parties shall cooperate in good faith, using best efforts, to address issues in a manner that strongly encourages full cooperation between the Program Parties. 5.1.5 Insurance Maintained by CIN and MSO. During the Term of these Program Terms, CIN and/or MSO shall maintain insurance coverage consistent with the coverage maintained by CIN and/or MSO in the ordinary course of its business for its technology platform, data exchange, privacy and security obligations, and related technology-enabled services performed in connection with the Program. Such coverage may include, as applicable to the activities performed by CIN and/or MSO, technology errors and omissions insurance, cyber/privacy liability insurance, commercial general liability insurance, and such other coverage as CIN or MSO maintains for its own operations. Upon Provider’s reasonable request, CIN or MSO shall provide certificates of insurance evidencing then-current coverage. Nothing in this Section requires CIN or MSO to obtain additional insurance coverage, maintain insurance with specified limits, or maintain insurance covering Provider’s clinical services, medical judgment, patient care, professional licensure, vehicles, personnel, facilities, equipment, field operations, or municipal operations, all of which remain the responsibility of Provider. The insurance maintained by CIN and MSO shall not limit, expand, or otherwise modify any indemnification obligations, limitations of liability, or allocation of responsibility set forth in these Program Terms. 5.2 Assignment. These Program Terms shall be binding upon and inure to the benefit of the Program Parties hereto. Neither CIN nor Provider may assign or transfer their rights and responsibilities under these Program Terms without the written consent of the other Program Party, provided that CIN may subcontract and/or assign its rights and responsibilities to the MSO (which may subcontract and/or assign the same), or in connection with a merger, acquisition, or sale of all or substantially all of its assets, or to any subsidiary or parent company of CIN, or to any affiliate of the Innovator companies in connection with a corporate reorganization. 5.3 Modification. CIN may periodically update the terms of these Program Terms with no fewer than thirty (30) days’ advanced notice. If at any time such an update is not acceptable to you, you must notify CIN within thirty (30) days of the notice of the update. In response to a notice that you have rejected any updated term or condition of these Program Terms, CIN will have the option to terminate Page 16 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 these Program Terms upon thirty (30) days’ notice. Amendments and updates may be made via electronic means as described in the Paralign General Terms. The rights of the Program Parties under this paragraph are not intended to limit and are subordinate to the rights granted by Section 4.6 (Termination for Legal Compliance). 5.4 Entire Agreement. The entire agreement between the Program Parties is comprised of: (a) these Program Terms, together with its exhibits; (b) the Paralign General Terms, except where expressly contradicted by the terms of these Program Terms (see Exhibit D); (c) all Business Associate Agreements required in connection with these Program Terms (see Exhibit E); (d) the Organized Health Care Arrangement Acknowledgment required in connection with these Program Terms (see Exhibit C), and (d) all Program Manuals relevant to these Program Terms. Any prior agreement of the Program Parties, including, but not limited to, prior written or oral agreements, promises, negotiations or representations relating to the subject matter of these Program Terms that are not contained in the documents listed in this paragraph are of no force and effect. 5.5 Third-Party Rights. The Provider Indemnified Parties and CIN Indemnified Parties shall be third-party beneficiaries of Section 5.1 only. Third-party rights and beneficiary status shall otherwise be as described in the Paralign General Terms. 5.6 Maintenance of Records after Termination. Both Program Parties will maintain records, and Provider shall ensure that its Individual Providers maintain records and provide such information to the other Program Party and to appropriate state and federal authorities as may be necessary for compliance by the Company with the provisions of applicable law. This obligation is not terminated upon a termination or expiration of these Program Terms. 5.7 Quality Metrics. Notwithstanding any provision of these Program Terms regarding the confidentiality or proprietary nature of information, it is agreed that CIN and MSO are expressly permitted to disclose and publish information concerning the quality and price of care delivered pursuant to these Program Terms where such information has been aggregated with that of other Participating Providers and where such disclosure is permitted under applicable law. 5.8 HIPAA Compliance. Both Program Parties agree to abide by applicable law regarding confidentiality of protected health information and other personally identifiable information. The disclosure or use of protected health information in connection with these Program Terms will generally be made as part of the CIN Organized Health Care Arrangement (“Paralign OHCA”) in accordance with Exhibit C. CIN and MSO have entered into Business Associate Agreements with the Paralign OHCA for the services they provide for the Paralign OHCA. By accepting these Program Terms, You agree to the terms of such Business Associate Agreements, copies of which are set forth at Exhibit E and incorporated herein by reference. 5.9 Survival. The Paralign General Terms shall survive the termination of these Program Terms as specified in the Paralign General Terms. In addition, the terms of these Program Terms that by their terms or nature are intended to survive termination will survive termination, including, without limitation, Article III (as to services rendered prior to termination), Section 4.10 (Payment Following Termination), Section 5.1 (Indemnification), Section 5.2 (Assignment), Section 5.4 (Entire Agreement), Section 5.5 (Third-Party Rights), Section 5.6 (Maintenance of Records after Termination), section 5.7 (Quality Metrics), Section 5.8 (HIPAA Compliance), Section 5.10 (Further Assurances), Section 5.11 Page 17 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 (Incorporation by Reference), Section 5.12 (Notices), and such terms as may be specified as surviving termination in the General Terms, Business Associate Agreement, and any other exhibit or document incorporated into these Program Terms by reference. 5.10 Further Assurances. Provider and CIN shall execute all documents and instruments and take all further actions as may be reasonably necessary or convenient in order to effectuate the terms of these Program Terms and the intentions of the Program Parties. 5.11 Incorporation by Reference. Every exhibit and Program Manual attached to these Program Terms or referred to herein is incorporated in these Program Terms by reference. The terms and conditions of the Paralign General Terms are incorporated herein, except where expressly contradicted by the terms of these Program Terms. 5.12 Notices. All notices between the Program Parties will be made in accordance with the Paralign General Terms. Page 18 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 SIGNATURE PAGE Signature Page to the Paralign MIH-CP Program Terms for Participating Providers On behalf of Paralign CIN, LLC On behalf of Participating Provider Name of Organization: Signature: Signature: Name: Aaron Molloy Name: Title: Authorized Signatory Title: Date Signed: Date Signed: All notices to this Party shall be addressed to: Attention: Aaron Molloy Address: Paralign Health, Inc. (PMB # 1047), 104 West 40th Street, Floor 4 & 5, New York, New York 10018 Email: aaron@paralign.health All notices to this Party shall be addressed to: Attention: Address: Email: Page 19 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 By their signature below, each signatory represents and warrants: (1) that such person is duly authorized to accept the Paralign MIH-CP Program Terms for Participating Providers on behalf of the respective Party; (2) that such person has carefully reviewed such terms, including the Paralign General Terms and agrees to the same on their Party’s behalf. Exhibit A: Services and Reimbursement Scope of Services As a Provider in the Paralign MIH-CP Program, You will provide community paramedicine and mobile integrated health services through Individual Providers who meet state law requirements with regard to their training and licensure to provide such services. Such Individual Providers may include, without limitation, community paramedics, community emergency medical technicians, and community health workers. As a Provider, You are responsible for verifying the qualifications and licensure of each Individual Provider and satisfying all other requirements under the General Terms. You shall at all times ensure that Individual Providers offer only such services as fall within their scope of practice, considering Applicable Law (including state EMS regulations), local medical director protocols, and the certification and training levels of the Individual Providers. You grant CIN and MSO the authority to enter into Payer Contracts concerning Your services in accordance with the Program Terms and this Exhibit A. Reimbursement Rates You will be compensated at a pre-determined minimum rate (the “Minimum Rate”) of One Hundred Thirty Five Dollars ($135.00) per hour for Covered Services rendered under these Provider Terms, rounded to the nearest fifteen (15) minute increment, provided that total compensation for a single home visit shall not exceed the Minimum Rate. Your records of clinical care provided must include an accurate representation of time spent delivering Covered Services. Your actual reimbursement rate will consist of the reimbursement rate payable under the applicable Payer Contract held by the CIN, less a risk-sharing withhold (the “Withhold”) established by the CIN Leadership Council. The CIN Leadership Council may not authorize a Withhold that would result in a payment rate to You that is less than your Minimum Rate. The undersigned (the “Observer”) acknowledges receipt and review of these Program Terms for informational purposes: Wisconsin EMS Association (WEMSA_ Signature: Name: Title: Date Signed: Page 20 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 Each Withhold amount shall be held by the CIN in a dedicated fund referred to as the “Risk Pool.” The MSO may draw Risk Pool funds to cover the actual costs charged by third parties for submission of claims/invoices on behalf of CIN participating providers. The CIN Leadership Counsel may make Risk Pool funds shall be available for additional performance-based payments to participating providers in accordance with performance-based payment methodologies established by the CIN Leadership Council, which shall at all times comply with Applicable Law. No performance-based payment methodology may take into account the volume or value of referrals or business generated among participating providers. At the end of a calendar year, In the discretion of the CIN Leadership Council, Risk Pool funds unclaimed in connection with such performance-based payment methodologies may also be reinvested by the CIN Leadership Council into shared resources in connection with furtherance of quality improvement activities and objectives, such as the costs of additional infrastructure and reporting necessary to fulfil obligations of the CIN under value-based Payer Contracts.. You agree to accept the Minimum Rate as payment in full, or such greater rates as may be negotiated by the CIN available under with respect to a Payer Contract. CIN may enter into and terminate a Payer Contract at any time in its sole discretion and in accordance with the termination provisions of such Payer Contract. CIN and Payers may amend Payer Contracts from time to time without Your consent. You agree to participate in, and become bound by, the terms and conditions of the CIN’s Payer Contracts as may be reasonably be applied to You in the same manner as if You were a directly contracting party to such Payer Contracts. You shall be bound by and begin participation in any Payer Contract entered into by CIN without further notice, unless the amount payable to You for Your Covered Services would be less than the Minimum Rate specified in Table I, as may be modified from time to time in accordance with this Exhibit A. In the event that a Payer Contract would reimburse You in an amount less than the Minimum Rate or under an alternative methodology (such as a PMPM or other value-based model), You shall not be bound by such Payer Contract or required to deliver services in connection with such Payer Contract, unless you agree, by email or other writing of an authorized representative, in writing in advance to participate in such Payer Contract at a different rate, which shall have no impact on the Minimum Rate applicable to Your services under other Payer Contracts. Management Fees You will not be required to pay any upfront fees to join this Program. MSO charges a management fee for performing the operations required to successfully implement and operate this program, including negotiation of payer contracts, claim/invoice submission, disbursement of funds to participating providers, management of the risk pools, data analysis and reporting to Payers and the CIN Leadership Council, assistance with the development of care pathways, and day-to-day administration of the Program. MSO’s management fee shall not reduce the rate otherwise payable to a participating provider for the delivery of Covered Services under a Payer Contract. Rather, CIN (through the assistance of the MSO) will negotiate with Payers and request additional performance-based reimbursement under the Payer Contracts, such as payments based on achievement of certain target metrics or cost-savings. When the CIN is successful in negotiating performance-based reimbursement and earns performance- based payments under a Payer Contract, the total performance-based payment received shall be allocated among the MSO, the Wisconsin EMS Association (“WEMSA”), and the CIN Risk Pool as described in this paragraph. Such payments to the MSO under the first tranche under the following tranche allocations shall be payment in full of MSO’s management fee. MSO shall receive the initial tranche of funds, in an amount not to exceed Three Hundred and Fifty Dollars ($350.00) per patient (Benefit Plan Page 21 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 member) to whom Covered Services were delivered under the applicable Payer Contract during the time period to which the performance-based payment relates (the “Tranche Cap”). If the total funds available allow, WEMSA shall receive the next tranche, also not to exceed the Tranche Cap. If funds remain available thereafter, the CIN Risk Pool shall receive the subsequent tranche, also not to exceed the Tranche Cap. The foregoing three tranches shall constitute the full allocation sequence per patient, each in an amount not to exceed the Tranche Cap, until the total performance-based payment received by CIN has been distributed. In the event the circumstances of a specific Payer Contract make a different dollar amount appropriate for the Tranche Cap, MSO shall propose such alternate Tranche Cap to the CIN Leadership Council, and You agree that the CIN Leadership Council may approve application of the alternate Tranche Cap for such specific Payer Contract without MSO or CIN obtaining Your approval or the approval of each participating provider. (For example, if a Payer Contract requires a substantial investment by MSO at the outset, MSO may request a higher Tranche Cap to recoup such up-front expenditure.) Page 22 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 Exhibit B: CIN Leadership Council Charter Purpose and Scope The CIN Leadership Council (“Council”) is hereby established to provide strategic oversight and coordination regarding the clinical and financial integration activities of the Paralign Clinically Integrated Network (“CIN”), and across its key operational domains, in collaboration with Paralign Health (“MSO”), including: • Healthcare quality improvement, including development and refinement of care pathways • Payer and provider contracting, including value-based and risk-bearing initiatives • Information technology, digital infrastructure and data governance The Council provides direction and input to MSO and collaborates with MSO to implement the Paralign MIH-CP Program (the “Program”). The Council ensures alignment of CIN activities with its mission to lower costs of care and improve clinical outcomes through deployment of mobile resources to patient homes and community settings to proactively manage patient health. The Council works in collaboration with MSO to develop and refine: • Strategic initiatives and policies related to IT systems and data governance • Care pathways, best practices regarding patient experience, and clinical support tools • Provider Manual content related to the delivery of clinical care Together, the Council and MSO: • Guide payer contracting strategies, including negotiation and execution of value-based agreements • Monitor performance metrics and ensure accountability across CIN participants The Council does not engage in the general corporate governance of CIN or in contravention of its Articles of Organization as a Delaware limited liability company. MSO does not interfere with the professional judgment of participating providers, or the provider-patient relationship and the Council represents the voice of the participating providers in reviewing Program materials to guard against such interference. The Council promptly notifies MSO of any concerns in that regard. Council Members The Council is comprised of Council Members appointed by MSO. Individuals affiliated with participating provider organizations may apply to serve as a Council Member by submitting a statement of interest outlining the candidate’s qualifications and commitment to CIN’s mission. A minimum of two signatures of support from representatives of a different participating provider organization within the CIN must accompany the statement of interest. A determination of the appropriate Council size and appointment decisions will be made by MSO on an annual basis after input from the current Council (after the initial year of implementation) and consideration of the following criteria: Page 23 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 • Candidates’ experience and expertise in clinical care, healthcare operations, technology, compliance matters, or payer contracting • Representation from a diverse mix of provider organizations, areas of expertise, clinical licensure types, practice settings and geographies • Candidates’ historical commitment to service on subcommittees or workgroups, and other forms of collaboration with other CIN participants • The need to ensure overall sufficiency of clinical input and participation across the CIN In the event an insufficient number of applications are received, or the applications received do not, in the discretion of MSO, after input from the current Council, achieve adequate levels of clinical participation or diversity across provider types, practice settings, or geographies, MSO may require any or all participating provider organizations to nominate a candidate and supply information outlining such nominee’s qualifications for the role. To promote continuity and institutional knowledge within the Council, Council Member’s terms are staggered as follows: • Each Council Member serves a two-year term, with the option for renewal upon re-election • In the first year of implementation, the MSO will designate half of the initial Council Members to serve one-year terms, after which they may be reelected to a full two-year term. Meetings The Council meets at least quarterly, or more frequently as needed. A quorum is achieved by a simple majority of Council Members. Guests may be invited or permitted in the discretion of the Council, and individuals wishing to attend a meeting or comment on an agenda item may request attendance by contacting any Council Member. Meeting agendas and minutes are distributed in advance and archived for reference, and both are made available for review by all participating providers. Decisions are made by simple majority vote of Council Members present at a meeting or may be made by written consent of a majority of Council Members. Council Members elect a Chair annually by plurality vote of the Council Members. The Council Chair or their designee, if unavailable, presides over meetings. To promote inclusive participation across the geographically dispersed CIN, meetings shall generally be conducted virtually or in hybrid format. Subcommittees and Workgroups The Council promotes collaboration among participating providers and between participating providers and MSO, and champions continuous improvement of the CIN and its participating providers through data-driven insights. The Council may establish subcommittees or workgroups, in its discretion, to focus on specific domains, such as the following: • Digital Infrastructure Subcommittee: Provides input into IT infrastructure related to the program, data standards, interoperability, vendor selection, privacy and security. Page 24 of 57 Exhibit C: Paralign OHCA MBF\894496\0001\52209014.v1-11/25/25 • Quality Oversight Subcommittee: Develops and revises care pathways, monitors quality metrics, and supports clinical decision-making tools. • Contracting Subcommittee: Evaluates payer and provider contracting opportunities, including value-based contracts and risk-sharing, and supports financial modeling. Subcommittees and workgroups, if any, shall report regularly to the full Council, and may include as members individuals who are not Council Members. Compliance The Council works to ensure CIN activities and initiatives comply with applicable laws and regulations and the ethical duties of participating providers with respect to their patients. The Council may adopt policies and procedures to assist CIN and its participating providers in meeting their legal and ethical obligations. The Council is particularly mindful of maintaining the privacy and security of personal health information and compliance with HIPAA and state-law equivalents, and of ensuring collaboration among participating providers is procompetitive in nature in accordance with state and federal antitrust guidance, and does not violate state or federal fraud and abuse laws, such as the False Claims Act, Anti- Kickback Statute, Physician Self-Referral Law, Civil Monetary Penalties Law, or the Beneficiary Inducement Statute. The Council may maintain a confidential peer review process to evaluate concerns regarding patient safety, quality of care, unprofessional conduct, or other conduct inconsistent with the expectations and requirements of the Program. The Council endeavors to conduct peer review activities in accordance with such state and federal protections as may be available based on the relevant geography and circumstances to provide immunity and/or evidentiary privilege and encourage candid review. Peer review activities must be conducted in good faith and the Council does not allow such processes to be used for political or economic gain or to address interpersonal disputes unrelated to the legitimate purposes of the peer review process. Review and Amendment The Council reviews this Charter annually and amends it as needed by majority vote, subject to approval by the MSO. Page 25 of 57 Exhibit D: Paralign General Terms Page 1 MBF\894496\0001\52209014.v1-11/25/25 Exhibit C: Paralign OHCA Declaration Paralign CIN, LLC is a clinically and financially integrated network (“CIN”) comprised of participating providers who hold themselves out to the public as participating in a joint arrangement whereby they engage in the delivery of coordinated mobile integrated health and community paramedicine in collaboration with Paralign Health (the “Paralign MIH-CP Program”). To assist the OHCA and its participating Covered Entities in the delivery of coordinated mobile integrated health and community paramedicine, as further described in the Program Terms for Participating Providers in the Paralign MIH- CP Program, MSO and CIN shall each independently act as a Business Associate to the Covered Entities of the OHCA. The participating providers are Covered Entities who engage with one another and with Paralign Health to deliver the Paralign MIH-CP Program to payers and patients, including, without limitation, the following activities: • Quality assessment and improvement activities in which information regarding treatment provided by participating providers is assessed by other participants and/or Paralign Health; and • Sharing of financial risk for delivering health care, in which PHI created by a participating provider may be reviewed by other participating providers and/or Paralign for purposes of administering the sharing of financial risk. Together, the CIN’s participating providers who have accepted Program Terms to participate in the Paralign MIH-CP Program are an Organized Health Care Arrangement (the “Paralign OHCA”) pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) because of such activities. This Declaration is effective beginning on the dates such activities begin and shall remain effective until such activities cease, provided that when any individual Covered Entity ceases participation in the Paralign MIH-CP Program (as evidenced by termination of the Program Terms and any subsequent activities required thereby in connection with care rendered prior to such termination), such individual Covered Entity shall no longer participate in the Paralign OHCA, except with respect to the exchange of information related to the activities of the OHCA involving such Covered Entity during the Covered Entity’s time as a participant in the Paralign OHCA. Paralign CIN, LLC makes this OHCA declaration by the below signature of its Manager, Paralign Health, Inc. SO DECLARED: ___________________________ [Paralign authorized representative] This ____ day of ________, 20265 Page 26 of 57 Exhibit D: Paralign General Terms Page 2 MBF\894496\0001\52209014.v1-11/25/25 Exhibit D: Paralign General Terms Please read these Paralign General Terms carefully, because they impact Your organization’s legal rights and responsibilities and include important topics such as confidentiality, indemnification, disclaimers of implied warranties, and limits on liability. Throughout these Paralign General Terms, your organization may be referred to as “You, “Your,” or as a “Partner.” Paralign programs each have a program-specific set of Program Terms, which specify activities and obligations specific to the program. To achieve consistency across programs and avoid repetition of standard terms in and across numerous documents, these Paralign General Terms are incorporated by reference into all Program Terms and may be incorporated by reference (where explicitly noted) into other agreements between You and Paralign. If Program Terms expressly conflict with these Paralign General Terms, the Program Terms prevail. Whenever possible, however, Program Terms and Paralign General Terms will be interpreted as complementary and supplementary to one another. When You enter into Program Terms with Paralign or one of its wholly owned subsidiaries, these Paralign General Terms are incorporated into such Program Terms and references to “Paralign” in the Paralign General Terms refer to the Paralign company 3 that is a Program Party to such Program Terms. Throughout these Paralign General Terms, Paralign may be referred to as “We,” “Our,” or “Us.” 1. Independence of Partners. In connection with Paralign programs, some Partners are authorized to use Paralign’s brands or to describe their affiliation with Paralign using phrases like “in partnership with Paralign.” Similarly, when providing services in connection with a program, a Partner may be permitted to use certain Paralign brands. These might include, for example, “Paralign,” “Paralign MIH-CP Program,” or various taglines and service marks specific to a program. References to these brands or to a third party as a “Partner” to Paralign are not intended to suggest any ownership, employment, endorsement or agency relationship between Paralign and any health care facility, health care provider, or other third party, which is expressly disclaimed. Paralign helps health plans and healthcare providers identify and engage with one another and patients in need of their services and benefits. The use of Paralign branding by such a business Partner means only that the third party has satisfied certain requirements set by Paralign and received a license to use of one or more Paralign brands. Claims, obligations, liabilities, or causes of action (whether in contract, common or statutory law, equity or otherwise) that arise out of or relate to services delivered by a Partner (including, without limitation, a healthcare provider or health plan, and any representation made by such a company) may be asserted only against the Partner and not Paralign. Paralign shall have no liability for any such claims, obligations, liabilities or causes of action and You hereby waive and releases any liability, claim, cause of action or obligation against Paralign in connection with the obligations, actions or omissions of other third-party Partners. For example, You agree that if you believe another Partner has performed services, such as clinical health care services, in a manner that is negligent, You can pursue claims and other remedies against the Partner who was the provider of the services but may not assert a claim for such negligence against Paralign. Paralign does not take on liability 3 The Paralign companies include Paralign Health, Inc. and its wholly owned subsidiaries. The Program Parties for each program are specified in the Program Terms. Where these General Terms are incorporated into an agreement between You and Paralign other than Program Terms, “Paralign” refers to the one or more Paralign companies that are party to such agreement. Page 27 of 57 Exhibit D: Paralign General Terms Page 3 MBF\894496\0001\52209014.v1-11/25/25 for the conduct of its Partners. Paralign is not itself a healthcare provider or a health plan and is not responsible for the provision of healthcare services or health benefits. As a Partner, You acknowledge that the terms of this paragraph apply to Your own activities and use of Paralign brands. To the extent Paralign offers forums for communication between Partners, patients, and/or other interested individuals/organizations, We will not be directly or indirectly liable for any content posted by a third party. The limitations on liability and disclaimers contained in this paragraph will survive the termination of all Program Terms and these Paralign General Terms. 2. Partner’s Indemnification. You agree, to the maximum extent permitted by law, to indemnify, defend and hold harmless Paralign, and the directors, officers, employees, agents, employees and affiliates of any Paralign entity (the “Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) advanced by third parties and arising from your representations under these Paralign General Terms or any Program Terms or Your failure to perform obligations under these Paralign General Terms or any Program Terms. This indemnification obligation applies whether you purchase, deliver, sell or perform products or services in connection with any Program Terms. For purposes of this paragraph, your actions include those of your employees, agents, affiliates or representatives. The terms of this paragraph will survive the termination of all Program Terms and these Paralign General Terms. The terms of this paragraph set a minimum indemnification obligation, and additional indemnification obligations may be included in Program Terms, which shall be supplementary and in addition to the indemnification terms of this paragraph. 3. Third-Party Beneficiaries. Except with respect to the right to indemnification of Indemnified Parties under paragraph 2 above, these Paralign General Terms are not intended to give any legal or equitable right, remedy, or claim to any third party, and there are no third-party beneficiaries to these Paralign General Terms. 4. Confidential Information. All information and material disclosed in contemplation of or in connection with your participation in a Program which is not generally known to the public and which in the ordinary course of business is maintained by Paralign or a Partner as confidential shall be “Confidential Information” and remain proprietary to the disclosing company. You agree not to disclose or use such Confidential Information, and Paralign agrees not to disclose or use such Confidential Information except: (i) as explicitly permitted by Program Terms; (ii) as required to provide services or products or otherwise perform obligations described in Program Terms; (iii) upon the express written consent of the disclosing company; (iv) as required by any Applicable Law; (v) Paralign or a Partner may disclose Confidential Information to its lenders, legal and business advisors who have agreed to the obligations in this paragraph for its own internal purposes. Before disclosing Confidential Information in accordance with any legal proceeding or based on the belief that such disclosure is required by Applicable Law, commercially reasonable efforts must be made to notify the company to which the Confidential Information belongs, unless providing such notice is legally prohibited or the legal process or obligation involves a danger of death or serious physical injury. Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of a breach of the confidentiality requirements of these Paralign Page 28 of 57 Exhibit D: Paralign General Terms Page 4 MBF\894496\0001\52209014.v1-11/25/25 General Terms, Program Terms or another legal obligation, and shall not include information that was rightfully in the recipient’s possession prior to receipt from the disclosing company in connection with a Paralign program. Paralign may disclose your identity as a Partner to carry out their obligations under Program Terms and to generally promote Paralign programs. This means that Paralign may disclose to third parties that you are a Partner and/or that you have entered into one or more agreements with Paralign. Upon termination of your participation in a program (in accordance with applicable Program Terms), or if you decide after review not to participate in a program to which Confidential Information relates, You and Paralign will return or destroy all Confidential Information received in connection with such program, provided that each receiving party shall be permitted to retain copies solely for archival, audit, disaster recovery, legal or regulatory purposes and will not be required to search archived electronic back-up files in order to purge Confidential Information from its archived files. Any Confidential Information retained beyond the termination Program Terms, or Your decision not to enter into Program Terms, remains subject to the obligations and restrictions contained in this paragraph regarding Confidential Information, which shall survive the termination of all Program Terms and/or these Paralign General Terms. We may, but are not required to, provide You opportunities to post text, photographs, videos or other content in forums accessible by other Partners. You represent that you own all the rights to any content you post, or that you have permission from the owner of such content. You do not transfer ownership of content by posting it, but grant Us an irrevocable, perpetual and non-exclusive license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, create derivative works from, and otherwise use the content You post to a forum, without any obligation to you. This license does not extend to any Protected Health Information, as defined under Applicable Law. 5. Use of Brands and Description of Programs. Partners may use the names, trademarks, service marks, domain names, logos and other distinctive brand features of other Partners only in connection with and during the term of a Program Terms and only in accordance with these Paralign General Terms, and any brand guidelines that may be issued by the owner of such intellectual property from time to time. For example, a Partner that is a healthcare provider may use the logo of a Partner that is a health benefit plan to illustrate to its staff or patients that it is an “in network” provider for such health benefit plan. All uses not in compliance with a Partner’s brand guidelines require the express written approval of the Partner who owns such intellectual property. No Partner is under any obligation to continue its current affiliation with any of its own affiliates and each Partner agrees to immediately cease all use of the intellectual property of any affiliate of another Partner upon written request by Paralign or the applicable Partner. Each Party will immediately cease all use of the brands or intellectual property of the other Party upon termination of all Program Terms (and, as applicable, Program Management Terms) and You will immediately cease all use of the brands or intellectual property of other Partners upon termination of Program Terms involving such Partners, unless authorized by separate agreements directly with another Partner. If you want to develop your own descriptions, summaries and/or promotional materials describing any Paralign program, you agree to obtain Paralign’s prior written approval of all such materials. The purpose of such approval is to comply with various state law requirements and to avoid inadvertent misstatements or consumer confusion. Descriptions, summaries and/or promotional materials you develop are subject to your indemnification obligations under these Paralign General Terms, in addition to any other remedies available to Paralign or its Partners at law and equity. Page 29 of 57 Exhibit D: Paralign General Terms Page 5 MBF\894496\0001\52209014.v1-11/25/25 For example, if Paralign becomes the subject of a lawsuit alleging Your description of a Program misrepresents the nature, scope or services available in connection with the Program, You will at a minimum defend and indemnify Paralign against all such claims. Your use of descriptions, summaries and/or promotional materials supplied by third parties other than Paralign (including your consultants, marketing agency, or other vendors) is subject to the same pre-approval process as materials you develop directly, and your use of such materials is subject to your indemnification obligations under these Paralign General Terms. You agree not to alter or edit any materials provided by Paralign describing a Program, except with Paralign’s express permission. 6. Program Manuals. Paralign and its Partners may develop manuals of administrative and operational policies and procedures specific to a program (each a “Program Manual”). Paralign will provide You with any Program Manual that applies to the Program(s) You join. You agree to abide by these Program Manuals, as may be amended from time to time by Paralign or the applicable Paralign affiliated Program Party and agree that all Program Manuals are Confidential Information. If the contents of a Program Manual are in direct conflict with the terms or legal obligations arising from related Program Terms or these Paralign General Terms, the Program Terms, and these Paralign General Terms will prevail and apply over the Program Manual. Whenever possible, these Paralign General Terms, Program Terms, and Program Manuals will be interpreted as complementary and supplementary. At no time will any policy, manual or procedure set by Paralign, whether contained in a Program Manual or elsewhere, interfere with any professional service provider’s exclusive authority and control over the practice of such profession. For example, policies and procedures will not interfere with a health care provider’s exclusive authority and control over the practice of medicine or other professional health care services, such as determinations of diagnosis or treatment. New or modified Program Manual terms become effective automatically if you do not reject them within thirty (30) days per the commercially reasonable instructions in the notice provided to You of the new or modified Program Manual terms. If You reject any updated Program Manual, Paralign has the option to terminate any Program Terms you previously accepted upon thirty (30) days’ written notice, unless otherwise specified in your Program Terms. If you reject an update to the Program Manual, and the corresponding Program Terms are not terminated by Paralign, the version of the Program Manual predating the rejected update will remain in effect. 7. Assignment. Neither Paralign nor any Partner may assign or transfer any interest in the Program Terms or these Paralign General Terms, in whole or in part, without the prior written consent of the other Party, except that Paralign may assign the Program Terms and these Paralign General Terms to the purchaser of all or substantially all of its assets or business related to the same, so long as the assignee must comply with these Paralign General Terms and all Program Terms. Paralign may subcontract its obligations or lease, assign, or allow third-party payers, administrators and other organizations (including, for example, coalitions of self-funded employers) to access Programs and include them in offerings to their customers, provided that the third-party must comply with all terms and conditions of any applicable Program Terms, these Paralign General Terms, and Applicable Law. If you provide health care services in a Program, Paralign will provide to you, upon your request, a written or electronic list of all current payors and administrators to which your services have been sold, leased, assigned, assumed or otherwise delegated. If you acquire or merge with another organization or Page 30 of 57 Exhibit D: Paralign General Terms Page 6 MBF\894496\0001\52209014.v1-11/25/25 acquire a controlling equity interest in another organization, you must notify Paralign so that we may evaluate the eligibility of such organization to participate in each Program in which you participate. You acknowledge that Programs do not automatically extend to any third party you acquire or merge with, and that Paralign must confirm their eligibility for various Programs. 8. Amendments. You are encouraged to keep up to date copies of Program Terms and these Paralign General Terms for Your own files related to any Programs You join. Paralign may periodically update these Paralign General Terms. The updated version of these Paralign General Terms will automatically apply to Program Terms You accept after the date of the update. You will be provided notice of updates to the Paralign General Terms with respect to any Programs you have already joined. Updates become effective automatically if you do not reject them within thirty (30) days per the commercially reasonable instructions in the notice. Please let us know if you have any questions or concerns about an update. If you reject any updated Paralign General Terms, Paralign has the option to terminate any Program Terms you previously accepted upon thirty (30) days’ written notice, unless otherwise specified in your Program Terms. If you reject updated Paralign General Terms and Paralign does not terminate Your participation in one or more programs under Your existing Program Terms, the version of the Paralign General Terms in effect prior to the rejected update will remain in effect. Except as provided in this paragraph, Paralign General Terms may only be modified upon written agreement of You and Paralign. 9. Notices. All notices between You and Paralign will be effective: when displayed electronically to you upon log-in to an electronic account assigned to You by Paralign; upon sending by electronic mail; upon hand delivery; three (3) business days after deposit in the United States mail postage prepaid; or when delivered by a nationally recognized overnight delivery service. The email and mailing addresses Paralign will use to provide you notice are those designated on the Paralign Intake Form as the email and/or mailing address for all legal notices to You, or, if no such central addresses have been provided, to the contact information provided to Us when you joined a Program. You or Paralign may change the contact information to be used for notice purposes by giving notice to the other in accordance with this paragraph. Currently, the mailing address for Paralign is _____________________ and the appropriate email address for notices required under these Paralign General Terms or any notice due to Paralign in connection with Program Terms is: hello@paralignhealth.com. Notice from any Paralign company to You will be deemed to have been given by all Paralign companies with respect to the subject matter of the notice, and notice from You to a Paralign company will be deemed to have been given to all Paralign companies with respect to the subject matter of the notice, in order to eliminate unnecessary redundant notices. 10. Limited Use. You agree not to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the goods or services provided by Paralign in any way without the express written consent of Paralign; (ii) modify or make derivative works based upon the goods or services provided by Paralign; or (iii) access, use or disclose the goods or services provided by Paralign in order to build a competitive product or service. For the avoidance of doubt, nothing in this paragraph shall be deemed to prohibit you from utilizing the materials and services provided by Paralign for your internal Page 31 of 57 Exhibit D: Paralign General Terms Page 7 MBF\894496\0001\52209014.v1-11/25/25 business purposes in connection with any Program Terms. This paragraph is not intended to establish exclusivity for the supply, delivery, or purchase of any goods or services, rather to prevent the unauthorized development of derivative works or the use of services, goods or other works that belong to Paralign in connection with any competitive product or service. 11. Law and Forum Selection. Except as otherwise expressly provided by Program Terms, these Paralign General Terms and all Program Terms will be construed and enforced in accordance with the substantive laws of the State in which Provider maintains its primary business address, without regard to conflict of law provisions, and the sole venue for any action concerning any dispute related to these Paralign General Terms or Program Terms shall be the state or federal courts located in such jurisdiction. In these Paralign General Terms, “Applicable Law” means any and all applicable federal, state, local, common, foreign and intergovernmental laws, rules, regulations, directives and guidelines, including, but not limited to, HIPAA, the Anti-Kickback provisions of the Social Security Act and related regulations, Section 1877 of the Social Security Act (known as the physician self-referral law and commonly referred to as the “Stark Law”) and related regulations. 12. Severability. The invalidity or unenforceability of any particular provision of these Paralign General Terms or any Program Terms will not affect the validity or enforceability of any other provisions, and the remainder of the Paralign General Terms or Program Terms will be construed in all respects as if such invalid or unenforceable provision were omitted. 13. Waiver of Breach. The waiver of a breach or violation of any provision of the Paralign General Terms or Program Terms is not a waiver of any subsequent breach of the same or other provisions. 14. Headings. The section titles and other headings used in these Paralign General Terms and in Program Terms are for convenience of reference only and do not affect their meaning or interpretation. 15. Interpretation. You and Paralign waive the application of any rule that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared these Paralign General Terms or any Program Terms. Unless context otherwise clearly requires, references to the plural include the singular and the singular, the plural. The words "hereof," "herein," "hereunder" and similar terms refer to these Paralign General Terms or the applicable Program Terms as a whole and not to any particular provision, unless otherwise specified. References that a person or entity “will” do something indicate an obligation to do such thing. Examples and references to “includes” and “including” are illustrative and not exhaustive. 16. Limitation of Liability. Regardless of whether there is a total and fundamental breach of the agreements between You and Paralign or whether any remedy provided under these Paralign General Terms and/or Program Terms fails of its essential purpose, in no event shall Paralign be liable for any amounts representing loss of revenues, loss of profits, loss of business, the multiple portion of any multiplied damage award or incidental, indirect, consequential, special or punitive damages, whether arising in contract, tort (including Page 32 of 57 Exhibit D: Paralign General Terms Page 8 MBF\894496\0001\52209014.v1-11/25/25 negligence) or otherwise, regardless of whether it has been advised of the possibility of such damages. The maximum aggregate amount You may recover in any claim or action against Paralign is the total fees You paid to Paralign under Exhibit A in the twelve (12) months immediately preceding the occurrence of the event giving rise to the claim or action, provided that this cap shall not apply to a damage award arising from a judgment finding Paralign committed gross negligence or willful misconduct. Nothing in this paragraph is intended to waive or limit the professional liability claims or damages which may be asserted by a patient against a health care provider (or by a patient’s representative or estate when permitted by state law governing professional liability of healthcare providers). Some jurisdictions restrict the ability to limit liability for certain types of damages. Should any one or more of the limitations in this paragraph be held invalid or inoperable under Applicable Law, each limitation in this paragraph shall be construed as severable and separately enforceable to the fullest extent permitted by Applicable Law, provided that no limitation on liability will apply that is prohibited by Applicable Law. 17. Entire Agreement. These Paralign General Terms and any Program Terms You accept, including any exhibits to either, form the entire agreement between You and Paralign and contain all of the mutual promises between You and Paralign. Oral statements or prior written material not expressly incorporated into these Paralign General Terms or Program Terms are of no force or effect. You acknowledge that you have relied solely upon the representations and mutual promises contained in these Paralign General Terms and any Program Terms You accept, which supersede any and all other agreements, either written or oral, between You and Paralign with respect to the same subject matter. 18. Disclaimer of Warranties. ALL GOODS AND SERVICES PROVIDED BY PARALIGN OR ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” PARALIGN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PARALIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING: SUITABILITY OR ADEQUACY OF ANY SERVICE OR MATERIAL FOR AN INDIVIDUAL OR COMPANY’S NEEDS, UNINTERRUPTED SERVICE, OR ACHIEVEMENT OF ANY INTENDED RESULT. PARALIGN DOES NOT OFFER ANY WARRANTIES. Paralign representatives are not authorized to make any representation outside of or inconsistent with the written terms of these Paralign General Terms or the written terms of Program Terms. Neither are other Partners authorized to make any representation, warranty or promise on behalf of Paralign. 19. Nature of Agreement; Independent Contractor. Nothing in these Paralign General Terms or the Program Terms is intended to create (i) a partnership, joint venture or other joint business relationship between You and Paralign or any of their affiliates or between You and any other Partner, or (ii) a relationship of employer and employee between You and Paralign or any affiliates of Yours or Ours. References to any organization as a Paralign “Partner” are intended to reflect the collaborative nature of the desired working relationship and are not indicative of Page 33 of 57 Exhibit D: Paralign General Terms Page 9 MBF\894496\0001\52209014.v1-11/25/25 any partnership business structure or tax status. 20. Electronic Signatures, Counterparts and Clickthrough Communication. By accepting these Paralign General Terms, you are agreeing to conduct business electronically. Acceptance of these Paralign General Terms, Program Terms, or amendments to any of these, may be executed manually or electronically, in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Electronic signatures and manual signatures transmitted by electronic means shall be as effective and binding as any manually signed original. When, in the sole discretion of Paralign You are provided the opportunity to convey your acceptance or consent by clicking a button, pop-up window, checkbox, dialog box or checklist indicating “I Agree,” “I Accept,” or similar terms, your actions clicking, selecting, or marking these options (“Clickthrough Communications”) will have the same force and effect in manifesting your assent as an electronic or manual signature accepting, agreeing and/or consenting to the applicable terms and conditions. Conversely, your actions clicking “I Decline,” “I Do Not Agree,” or similar terms (which shall also be considered Clickthrough Communications) will convey rejection of the terms, conditions, or amendments, in the same manner as a written communication signed manually or electronically. From time to time, Paralign may expressly designate other phrases you may use in Clickthrough Communications or other written or electronic communications to indicate acceptance or rejection of terms or conditions. You agree that we may send to You (including via electronic mail) information and promotional materials regarding services, products and programs offered by Paralign. You have the right to withdraw consent to conduct business and receive records electronically and may do so by sending notice of the same to Paralign in accordance with the notice provisions of these Paralign General Terms. Withdrawing consent will not affect the legal validity of any records exchanged or business conducted electronically prior to withdrawal. For paper copies of an electronic record, please send a request to Paralign using the contact information provided for notice purposes. At this time there are no fees for obtaining paper copies or withdrawing consent to do business electronically. 21. Force Majeure. Neither You nor Paralign shall be liable for failure to perform or delay in performance of obligations when such failure or delay is caused by conditions beyond its control, including, but not limited to, war, terrorism, third-party labor dispute, fire, flood, tornado, hurricane, government intervention, embargo, shortage of raw materials, breakdown, shortage or non-availability or failure of transportation facilities or equipment, pandemic, epidemic, outbreak of infectious disease, or public health emergency, or any Act of God or any other condition not occasioned by such entity’s negligence, provided that the entity asserting an event of force majeure (the “Affected Entity”) uses commercially reasonable efforts to attempt to remedy the event of force majeure and perform its obligations as soon as is reasonably practicable. The Affected Entity shall, in each instance, provide the other with notice of the event of force majeure within a reasonable time after knowledge thereof and shall use commercially reasonable efforts to remedy the effect of such event as soon as is practicable. If an Affected Entity declares force majeure hereunder, Program Terms shall remain in full force and effect for a period of sixty (60) days from said declaration. If the event of force majeure continues longer than sixty (60) days from the declaration, then after the expiration of said sixty (60) days, Paralign or the Partner not claiming force majeure may terminate the Page 34 of 57 Exhibit D: Paralign General Terms Page 10 MBF\894496\0001\52209014.v1-11/25/25 affected Program Terms(s). 22. Transactions Prior to Termination. These Paralign General Terms, as amended from time to time in accordance with their terms, together with any Program Terms you accept, govern any transaction of services or products made in connection with a Paralign program. Termination of Program Terms shall have no effect on the rights and obligations Paralign, or applicable Partners engaged with you in a Program, arising out of any prior transaction. 23. Default Process for Termination of Program Terms. If Program Terms specify a term or termination processes inconsistent with this paragraph, those terms govern the termination of the Program Terms supersede this paragraph. If Program Terms are silent as to the procedure for termination, then Paralign or any party to the Program Terms may terminate such Program Terms upon thirty (30) days’ notice to Paralign and any other party/parties to the Program Terms. 24. No Guarantee of Income, Earnings, or Cost-Savings. You agree that Paralign, its affiliates, members, managers, shareholders, directors, officers, agents, contractors and employees (collectively, “Representatives”) make no implications, warranties, promises, representations or guarantees whatsoever about earnings, income, or cost-savings to you in connection with any Program Terms or any Paralign program. Your potential earnings, income or savings in connection with Paralign programs may vary and can depend on many factors including economic, political, social and regulatory changes, such as changes to the way consumers and payers reimburse the performance of health care services, changes in the plans and strategies of competitors, your investment of time, effort and skill into related programs. No testimonials, prior successes or past results are a guarantee of your income, earnings or cost-savings. You acknowledge that any examples, projections, forward-looking statements or promotional materials provided by Representatives regarding potential earnings, income or cost-savings are samples only and express only the possibility of earning or cost-saving potential, not actual earnings, cost-savings or financial or operational performance expected. Such materials are not guarantees, promises or warranties of any kind, and the Representatives are under no obligation to revise any such materials in light of new information or future events. There is no assurance that your participation in any program, or any Program Terms will result in any earnings, income or cost-savings. No Representatives are authorized to make such a guarantee, promise or warranty, which is expressly disclaimed. 25. Non-Solicitation Covenant. Except with Paralign’s express permission, You agree not to directly or indirectly solicit or hire any individual who performed services for you on behalf of Paralign until a period of twelve (12) months have elapsed from the last date such individual performed services for You on behalf of Paralign. Program Terms may specify additional restrictive covenants applicable to one or more program(s) in which you participate. 26. Drafting Counsel. These Paralign General Terms were prepared by legal counsel to Paralign. You acknowledge your right to seek independent counsel and that Paralign’s legal counsel does not represent You in preparing these Paralign General Terms or any Program Terms. 27. Access to Books and Records. The Parties will make these Paralign General Terms, all Page 35 of 57 Exhibit D: Paralign General Terms Page 11 MBF\894496\0001\52209014.v1-11/25/25 applicable Program Terms, and their books, documents and records available to the Secretary of Health and Human Services, to the Comptroller General or to their duly authorized representatives to the extent required by Section 1861(v)(1) of the Social Security Act, as amended, and any rules and regulations thereunder. 28. Established Business. You represent and warrant that You are duly organized, existing and in good standing under the laws of each state in which you conduct business with the power and authority to carry on your business as it is conducted, including the performance of the obligations required by these Paralign General Terms. You represent and agree that at least one (1) officer, director or managing agent of your organization has been engaged in a business offering services comparable to any services or products you may offer in connection with a Paralign program for at least twenty-four (24) months prior to the date you begin offering such services or products through a Paralign program. You further represent that you have made a good faith determination that during the first year of offering products or services in one or more Paralign program(s) the projected revenues generated by the services or products You intend to offer in such program(s) will not exceed twenty percent (20%) of your total annual revenue derived from the delivery of products or services of the nature of those offered in connection with Paralign programs (such as emergency medical services). In other words, You are capable of performing an analysis of historical and projected earnings or a market analysis or otherwise demonstrating reasonable expectations that your organization will derive at least eighty percent (80%) of its revenue independent of your participation in Paralign programs during the first year of your participation. You represent you are experienced and knowledgeable in your existing business and that any controls or assistance that will be provided by Paralign will relate only to Paralign programs and not to the operation of your other business activities. You have independently investigated and evaluated the risks of becoming involved in Paralign programs and of payment of all related fees. Based on the representations in this paragraph, You and Paralign intend that to the extent your business relationship could be construed as a franchise business, disclosure is exempt under 16 C.F.R. § 436.8(a)(2). 29. Intentionally omitted and reserved for future use. 30. Individual Providers. If you elect to offer health care services within a Paralign program, it is understood that you will deliver such health care services to patients through individual health care providers (each an “Individual Provider”). You represent that you, and each of the Individual Providers delivering your services, possess all licenses, certifications, permits and registrations necessary to deliver such services in each jurisdiction in which the services will be provided. You represent that each Individual Provider shall be and remain professionally trained and experienced in the performance of the services supplied in connection with a Paralign program, and You represent each Individual Provider will take all actions necessary to maintain such training and experience required by the appropriate licensing authorities and to remain board certified or board eligible, if such designations are broadly applicable to their provider type. You represent and warrant that you have the ability and authority to bind each of the Individual Providers delivering health care services in connection with a Paralign program to these Paralign General Terms and the terms of any Program Terms You accept, and that to your Page 36 of 57 Exhibit D: Paralign General Terms Page 12 MBF\894496\0001\52209014.v1-11/25/25 knowledge, after due inquiry, the execution and delivery of and performance of these terms do not and will not, either directly or indirectly, contravene, conflict with or breach any provision of any contract, agreement or undertaking by you or any of your Individual Providers. You agree to the following: a. You will provide to Paralign a roster listing each health Individual Provider who will deliver health care services in connection with any Program Terms and specify in which Program Terms each will participate. You will update such roster by prompt written notice to Paralign within no more than five (5) days of any roster change. You will also furnish such additional information about your Individual Providers as may reasonably be requested or required by Paralign. b. You covenant and agree to obligate each Individual Provider to comply with these Paralign General Terms and any accepted Program Terms in which the Individual Provider participates. You agree to monitor Individual Providers to ensure that all Individual Providers are providing services within the scope of such Individual Provider's practice, as specified in relevant licensure laws and regulations. c. Prior to assigning an Individual Provider to provide services in connection with any Program Terms, you will: (i) conduct a criminal background check on such Individual Provider; (ii) complete a satisfactory search of the National Practitioner Database and the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities (“Exclusion Database”) and the Centers for Medicare & Medicaid Services Preclusion List to confirm that an Individual Provider has not been precluded, debarred, excluded, suspended or otherwise become ineligible to participate in any federal or state health care program, to the extent applicable; and (iii) ensure that each Individual Provider has not been convicted of a felony for any health-care-related crime. You will complete a satisfactory search of the Exclusion Database with regard to each Individual Provider at least monthly. 31. Required Notifications. You must immediately, and within no more than five (5) business days, notify Paralign of the following: a. Any license, certification (including board certification), accreditation, permit or registration held by you or an Individual Provider is temporarily or permanently denied, terminated, suspended or otherwise subject to adverse action or change in status, whether by operation of law, voluntary surrender or otherwise (in any jurisdiction); b. Any facility or payer denies an application for, suspends, terminates or initiates corrective or professional review action against an Individual Provider’s medical staff membership, privileges or credentials (other than as a result of incomplete or untimely medical records or other administrative reasons, temporary suspensions of fewer than fifteen (15) days' duration, or as a result of voluntary surrender or reduction in privileges, except if such surrender or reduction occurs during an investigation or to avoid an investigation, or in response to any corrective or professional review action as to such privileges); Page 37 of 57 Exhibit D: Paralign General Terms Page 13 MBF\894496\0001\52209014.v1-11/25/25 c. Cancellation or termination of insurance coverage required of You or an Individual Provider under these Paralign General Terms or any Program Terms, or reduction in coverage below the limits so required; d. A professional disciplinary action, civil lawsuit (including a malpractice action) or criminal action is initiated or in progress against You or an Individual Provider which, if proven, would constitute a felony, which involves care delivered to a patient in connection with Program Terms or any exchange or transaction through a Paralign program, or which involves fraud/abuse or controlled substances; e. The exclusion, suspension or other ineligibility to participate in a federal or state health care program of You or any Individual Provider; f. A final adverse determination or finding, or entry into a corporate integrity agreement or a consent decree, involving You or an Individual Provider in any administrative or legal proceeding initiated by any regulatory or enforcement agency for matters concerning the provision of patient care or concerning fraud/abuse that are criminally or civilly proscribed; g. Upon discovery that any submission or provision of information (whether by You or an Individual Provider) in response to any request by Paralign, or any regulatory authority, was inaccurate or misleading, including any misrepresentation with respect to the warranties and representations contained in this these Paralign General Terms; h. Any Individual Provider's incapacitation or unavailability that is reasonably likely to result in a reduction or elimination of the services or products You offer through a Paralign program or under any Program Terms. 32. Your Representations and Warranties as a Provider. a. Medical Records. You agree to maintain and cause Individual Providers to maintain appropriate medical records for all patients to whom you render health care services in accordance with and for no less than the minimum period of time required by Applicable Law. All such records must be legible, promptly completed and maintained in accordance with prudent recordkeeping practices and Applicable Law. You agree to make medical records available to Paralign or payers on a concurrent or retrospective basis to facilitate the review of medical necessity (if applicable) and appropriateness of the care provided, when consistent with Applicable Law. To the extent required by Applicable Law, You will make medical records available to appropriate state and federal authorities and their agencies involved in assessing the accessibility and availability of care or investigating member grievances or complaints and to comply with the applicable state and federal laws related to privacy and confidentiality of medical records. Patients shall not be held responsible for any reasonable costs associated with medical record transmission or duplication to have a claim adjudicated. Page 38 of 57 Exhibit D: Paralign General Terms Page 14 MBF\894496\0001\52209014.v1-11/25/25 b. Medically Necessary Services. You will not withhold medically necessary services within your Individual Providers' scope of practice and qualifications from any patient based on considerations of cost or reimbursement under Program Terms You have accepted. Any breach of this requirement is and shall be grounds for immediate termination of Program Terms under which You provide services. c. Insurance. You agree to maintain at your expense: (i) professional liability; and (ii) general liability insurance, to cover any loss, liability or damage alleged to have been committed by You, Your Individual Providers and Your employees and agents involved in the business of providing services or goods in connection with a Paralign program, which insurance shall provide coverage on a claims-made or occurrence basis with a per occurrence limit of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) per annual aggregate, or such higher coverage limit as may be required by Applicable Law. To the extent that any such insurance coverage is provided on a claims-made basis, you agree to maintain coverage for an extended reporting period (tail coverage) for a minimum duration of the maximum statute of limitations for filing claims of claims of professional liability (including medical malpractice) arising out of services provided in connection with all Program Terms. You will provide Paralign with documentation substantiating the existence of any insurance required by this paragraph within fourteen (14) days of Paralign’s request. It is understood that you may maintain any insurance required by this paragraph regarding the services of an Individual Provider by causing such Individual Provider to secure and maintain such insurance, but You remain responsible for assuring such insurance is in place. 33. Professional Control. You are solely and exclusively in control of all aspects of the delivery of health care services by You and Your Individual Providers. Paralign shall neither have nor exercise any control or direction over the methods by which any healthcare provider delivers health care services. Nothing in these Paralign General Terms or any Program Terms will alter, or in any way affect, the legal, ethical and professional relationship between and among You, Your Individual Providers and patients, or abrogate any right, privilege or obligation arising out of or applicable to the provider-patient relationship. Paralign will not practice medicine or provide health care services or assume responsibility for the care of any patient, which such responsibility rests solely with the applicable healthcare providers. You acknowledge that all Paralign services, as well as Paralign policies and procedures, licensing or credentialing requirements, and any recommendations Paralign may make to You or available to You, such as information regarding care pathways recommended by third parties or quality committees established as part of Paralign programs, the practices of other healthcare providers, or quality metrics will not be construed as interference with, or direction or substitution of, Your due diligence and judgment in the provision of health care services, and You and/or Your Individual Providers will review and assume full responsibility for any policies, procedures and processes that could impact clinical care. In rendering health care services, You may not represent or imply that such services are being rendered by or on behalf of Paralign. You agree that all health care services rendered in connection with a Paralign program or any Program Terms in any way shall be provided in strict accordance with currently approved methods and standards of care. You acknowledge that the operation of Your facilities and equipment and the selection and supervision of personnel shall remain solely and exclusively under Your control and not Page 39 of 57 Exhibit D: Paralign General Terms Page 15 MBF\894496\0001\52209014.v1-11/25/25 Paralign. 34. Equal Treatment. You agree You will provide or perform services under Paralign programs in a manner which does not discriminate based upon source of payment, ethnicity, sex, religion, sexual orientation, gender identity, health status, disability, race, or any illegal basis. You agree to provide services to patients seen in connection with all Paralign programs on a basis and in a manner no less favorable than similar services are made available to Your general patient population. 35. Continuation of Services. Upon termination of Your participation in a Paralign program (termination of the applicable Program Terms), when required by Applicable Law or requested by Paralign, You agree to continue to provide and be compensated for health care services under the terms and conditions of each Program Terms under which You provided health care services until the earlier of such time that: (i) each patient provided services in connection with such Program Terms has completed the current course of treatment; or (ii) reasonable and medically appropriate arrangements have been made for another suitable health care provider to render such health care services to such patients. You will have no right to continue providing services or to receive compensation for such services under this paragraph if Paralign or another Partner has provided notice to You that reasonable and medically appropriate arrangements have been made for another suitable health care provider to render the health care services You were providing patients. Nothing in this paragraph will affect or impair any rights or obligations arising prior to or on the effective date of any termination of the applicable Program Terms(s), except to the extent such rights or obligations are nullified or impaired by virtue of supervening law or illegality. 36. Out of Pocket Amounts. Your obligation, if any, to collect applicable copayments, coinsurance, deductibles or other personal financial obligations of patients, including financial responsibility for non-covered services, shall be subject to the Program Terms and policies and procedures of Program Manuals. 37. Primary and Wrap Networks. a. You agree to cooperate with Paralign upon request if program implementation requires that We verify whether You are an in-network preferred provider within certain primary provider network(s) and/or applicable wrap network(s) payers use outside of Paralign programs for patients who may access Your services through a Paralign program. You acknowledge that if You are not in-network with the primary provider network(s) and/or applicable wrap network(s) used by a health plan participating in a Program, or if any contractual agreements You have entered with a provider network restrict Your participation in a Program, patients may be encouraged to seek care from providers who are in-network or who lack such restrictions and patients may be informed that You are outside of the patients’ primary provider network and/or wrap network, or, as applicable, subject to contractual restrictions. b. Except in emergencies, or in connection with specified workflows in a Program Manual, You agree to refer patients to health care providers who are in-network preferred providers with the primary provider network(s) and/or applicable wrap network(s) through which the Page 40 of 57 Exhibit D: Paralign General Terms Page 16 MBF\894496\0001\52209014.v1-11/25/25 patient receives health care benefits, so long as such referral is consistent with sound medical judgment, and except for referrals based on patient preference for a provider who does not meet such criteria. The purpose of this requirement is to assist patients in avoiding increased expenses associated with out-of-network care. 38. State Specific Terms and Conditions. Different rules and regulations may apply depending on the jurisdiction in which services/goods are provided or where the supplier or recipient of services or goods exchanged in connection with a Paralign program may be located. Some states require the inclusion of specific terms in agreements of this nature. In order to address the requirements of individual state laws that may be applicable, the terms of Schedule I to the Paralign General Terms are incorporated herein by reference as follows: (i) each term of Schedule I will apply only to exchanges of services or goods subject to the jurisdiction of the state to which such term applies and not in any other state; (ii) each term of Schedule I shall, to the extent possible, be read to be consistent with the other terms of the Paralign General Terms; (iii) if a term of Schedule I cannot be read as consistent with any provision of these Paralign General Terms, subject to item (iv) below, the term in Schedule I will prevail, but only to the extent of the conflict and only in the applicable state and to the extent required by law; and (iv) if a state law or regulation subordinates itself or any part of it to the contractual agreement of the parties (e.g. the law states, in effect, that the term in question is applicable “unless otherwise agreed”), then the Paralign General Terms will prevail over the subordinated state law or regulation. 39. Survival. Section 1 (Independence of Partners), Section 2 (Partner’s Indemnification), Section 3 (Third-Party Beneficiaries), Section 4 (Confidential Information), Section 5 (Use of Brands and Description of Programs), Section 7 (Assignment), Section 9 (Notices), Section 10 (Limited Use), Section 11 (Law and Forum Selection), Section 12 (Severability), Section 13 (Waiver of Breach), Section 14 (Headings), Section 15 (Interpretation), Section 16 (Limitation of Liability), Section 17 (Entire Agreement), Section 18 (Disclaimer of Warranties), Section 19 (Nature of Agreement), Section 20 (Electronic Signatures), Section 22 (Transactions Prior to Termination), Section 24 (No Guarantee of Income), Section 25 (Non-Solicitation Covenant), Section 26 (Drafting Counsel), Section 27 (Access to Books and Records), Section 30 (Individual Providers), Section 31 (Required Notifications), Section 32 (Your Representations and Warranties), Section 33 (Professional Control), Section 35 (Continuation of Services), and Section 38 (State Specific Terms and Conditions, as applicable) of these Paralign General Terms, together with all terms necessary to their interpretation or enforcement, shall survive despite the conclusion of any transaction made in connection with a Paralign program or the termination of any and all Program Terms. Page 41 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS Wisconsin: • If You provide healthcare services in the State of Wisconsin, You will comply with Wis. Stats. § 609.24 and the notice posting requirements of Wis. Admin. Code INS 9.35(1m), as and when applicable. Illinois: • If Your activities in a Paralign program include acting as a primary care physician under a discounted health care services plan requiring a gatekeeper option, You must provide Paralign with a list of all patients using You as a gatekeeper within five (5) business days after the date that You either give or receive notice of termination of the applicable Program Terms involving such services, in accordance with 50 Ill. Adm. Code 2051.290(f). Page 42 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Exhibit E: Business Associate Agreement HIPAA generally requires that Covered Entities and Business Associates enter into business associate agreements to safeguard Protected Health Information. This is such a business associate agreement and referred to as the “BAA” between our organizations. When the term “Business Associate” is used in this BAA it refers to Paralign Health, Inc. or its wholly owned subsidiary, Paralign CIN, LLC, whichever entity is acting as Your business associate with respect to the creation, receipt, use or transmission of Protected Health Information (“PHI”). This BAA should be interpreted as a separate business associate agreement between You and each of these Paralign companies. MSO and CIN are referenced here together to avoid the need for You to enter into two separate identical BAAs. Your organization is referred to in this BAA as the “Covered Entity.” This BAA will be effective as soon as it is accepted and replaces any prior business associate agreement You may have had with either Paralign company for the services it provides to You in connection with any Paralign program. Article I. Definitions Section 1.01 Catch-All Definition. The term “HIPAA” means the Privacy, Security, Breach Notification and Enforcement Rules set forth at 45 CFR Parts 160, 162 and 164, as modified by the Health Information Technology for Economic and Clinical Health Act of 2009, and all implementing regulations. Terms used but not otherwise defined in this BAA are as defined by HIPAA, including the following terms: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information and Use. Section 1.02 Specific Definitions. (a) Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g). (b) Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A, D and E. (c) Protected Health Information. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR 160.103, including PHI transmitted by or maintained in electronic media, limited to the information created, received or used by Business Associate from or on behalf of Covered Entity. (d) Security Rule. “Security Rule” shall mean the Security Standards at 45 CFR Part 160 and Part 164, Subparts A and C. Page 43 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Article II. Obligations and Activities of Business Associate Section 2.01 Regulatory Compliance. Business Associate agrees that it shall comply with the provisions of the HIPAA Rules to the extent such regulations apply directly to Business Associate and as provided at Section 2.11 of this BAA. Section 2.02 General. Business Associate agrees not to Use or Disclose PHI other than as permitted or required by this BAA or as Required by Law. Section 2.03 Safeguards. Business Associate agrees to implement and use appropriate administrative, physical and technical safeguards to prevent Use or Disclosure of PHI other than as permitted by this BAA, and to comply with the Security Rule, where applicable. Section 2.04 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this BAA, including, without limitation, any Breach. Section 2.05 Reporting Unauthorized Uses/Disclosures (including Security Incidents and Breaches). (a) Business Associate agrees to promptly after discovery report to Covered Entity any Use or Disclosure of PHI that is not permitted by this BAA or the Business Arrangements. This reporting duty includes any Security Incident or Breach of Unsecured PHI, unless Business Associate is prevented from doing so by 45 CFR § 164.412 concerning law enforcement investigations. Business Associate may make the initial report orally but shall promptly follow an oral report with a written report to Covered Entity. (b) Each report (oral or written) shall include, if the following information is known to (or can be reasonably obtained by) the Business Associate: (i) contact information for individuals who were or who may have been impacted (e.g., first and last name, mailing address, street address, phone number, email address); (ii) a brief description of the circumstances, including the date of the unauthorized Use/Disclosure and date of discovery; (iii) a description of the types of Unsecured PHI involved (e.g., names, Social Security number, date of birth, address(es), account numbers of any type, disability codes, diagnostic and/or billing codes and similar information); (iv) a brief description of what the Business Associate has done or is doing to investigate, mitigate harm to the individuals impacted and to protect against future unauthorized Uses/Disclosures. Business Associate shall appoint a liaison and provide contact information for this individual to Covered Entity so that Covered Entity may ask questions or learn additional information. Business Associate will have a continuing duty to inform Covered Entity of new information learned by Business Associate regarding the unauthorized Use/Disclosure, including, but not limited to, the information described in items (i) through (iv), above. (c) For purposes of reporting an improper Use/Disclosure, discovery shall occur as of the first day on which such Use/Disclosure is known to the Business Associate or, by exercising reasonable diligence, would have been known to the Business Associate. (d) Business Associate agrees to cooperate with Covered Entity and provide other information as necessary for Covered Entity to assess and respond to an improper Use/Disclosure. Page 44 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Section 2.06 Agents and Subcontractors. Business Associate agrees to ensure that any third party, including any agent and/or Subcontractor, that creates, receives, maintains or transmits Covered Entity’s PHI on behalf of Business Associate, agrees to the same obligations, restrictions and conditions that apply to Business Associate with respect to such information under this BAA and/or the HIPAA Rules, including, without limitation, restrictions, conditions and requirements regarding implementation of reasonable and appropriate safeguards to protect electronic PHI, and to notify Business Associate of Breaches, Security Incidents and other improper Uses or Disclosures of PHI. Section 2.07 Access to PHI. In the event Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to provide access, within ten (10) days of Covered Entity’s request, to PHI in a Designated Record Set to Covered Entity in order to meet the requirements under 45 CFR 164.524 (Individuals' rights to access). In the event that an Individual makes a request for access directly to Business Associate, Business Associate shall notify Covered Entity of such request within three (3) business days. Section 2.08 Amendment of PHI. In the event Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR 164.526 within twenty (20) days of Covered Entity’s request for such amendment. In the event a request for amendment is made directly to Business Associate by an Individual, Business Associate will notify Covered Entity of such request within three (3) business days. Section 2.09 Access and Inspection. Business Associate agrees to make internal practices, books and records, including policies and procedures relating to the Use and Disclosure of PHI received from, created by or received by Business Associate on behalf of Covered Entity, available to Covered Entity or to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules and this BAA. Section 2.10 Accounting of Disclosures. Business Associate agrees to document its disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures in accordance with 45 CFR 164.528, and to provide such documentation to Covered Entity within twenty (20) days of Covered Entity’s request. Section 2.11 Performance of Covered Entity Obligations. To the extent the Business Arrangements require Business Associate to carry out Covered Entity’s obligations under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligation(s). Article III. Permitted Uses and Disclosures by Business Associate Section 3.01 General Use and Disclosure. Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity in connection with the Business Arrangements. Section 3.02 Minimum Necessary. Business Associate shall Use and Disclose PHI, as well as requests for PHI, in accordance with the principle of "Minimum Necessary" Use and Disclosure, i.e., only the minimum PHI necessary to accomplish the intended purposes may be Used or Disclosed. Page 45 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Section 3.03 Use for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. Section 3.04 Disclosure for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Disclose PHI for the proper management and administration of Business Associate, provided that such Disclosures are (a) Required By Law; or (b) Business Associate obtains reasonable assurances, prior to disclosure, from the person to whom the information will be disclosed that it will remain confidential and be Used or further Disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been Breached. Section 3.05 Data Aggregation. Except as otherwise limited in this BAA, Business Associate may Use PHI to provide Data Aggregation services related to the Health Care Operations of Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B) if so requested by Covered Entity. Section 3.06 De-Identification. Business Associate may de-identify Covered Entity's PHI in accordance with 45 CFR § 164.514(b) and use and disclose such de-identified information without restriction. Article IV. Obligations of Covered Entity Section 4.01 Notification to Business Associate. Covered Entity shall notify Business Associate of: (i) any limitation(s) in its Notice of Privacy Practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI; (ii) any changes in, or revocation of, permission by Individual to Use or Disclose PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI; and (iii) any restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI. Section 4.02 Requests. Covered Entity shall not request Business Associate to Use or Disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Article V. Term and Termination Section 5.01 Term and Termination. This BAA shall remain in effect until terminated in accordance with the terms of this Article, provided, however, that termination shall not affect the respective obligations or rights of the parties arising under this BAA prior to the effective date of termination, all of which shall continue in accordance with their terms. For compliance reasons, any termination of this BAA may result in a reduction of service or product offerings available under the Paralign programs or other agreements that depend upon this BAA for regulatory compliance. Section 5.02 Automatic Termination Without Cause. This BAA will automatically terminate when Covered Entity’s participation in all Paralign programs involving Business Associate’s services to Covered Entity has ended. Section 5.03 Termination with Cause. Either Covered Entity or Business Associate may terminate this BAA if the other fails to cure a breach of this BAA after ten (10) days' written notice thereof. Page 46 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 However, Covered Entity may terminate this BAA by written notice to Business Associate if Covered Entity makes a reasonable determination that the Business Associate has breached a material term of this BAA or has violated any provision of the HIPAA Rules or other applicable federal or state privacy law relating to the obligations of Business Associate under this BAA. Section 5.04 Return or Destruction of Information. Upon termination of this BAA for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity, or otherwise through the performance of services for Covered Entity that is in the possession or control of Business Associate or any third party that has received such information from Business Associate or in connection with the performance of services under this BAA. Business Associate shall certify such return or destruction in writing to Covered Entity. In the case of PHI which is not feasible to “return or destroy,” Business Associate shall provide written notice to Covered Entity of the PHI retained and extend the protections of this BAA to such PHI, including, without limitation, Business Associate’s reporting obligations under Section 2.05 of this BAA, and limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. Business Associate further agrees to comply with other applicable state or federal law, which may require a specific period of retention, redaction or other treatment of such PHI. Article VI. Miscellaneous Section 6.01 Injunctive Relief. The Parties acknowledge that the remedy at law for any breach of the terms of this BAA are inadequate and that the damages resulting from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach of this BAA by Business Associate, or any of its Subcontractors, Covered Entity shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further Breach. Section 6.02 Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. Section 6.03 Amendment. No oral modification of any of the provisions of this BAA shall be binding on either Party, provided, however, that upon the effective date of any amendment or enactment of any law, regulation, court decision or relevant government publication and/or interpretive guidance or policy that either Party believes in good faith will adversely impact the Use or Disclosure of PHI under this BAA or the compliance of this BAA, such Party may amend this BAA to comply with such law, regulation, court decision or government publication, guidance or policy by delivering a written amendment to the other Party, which shall be effective thirty (30) days after receipt, or sooner, if required by law. Section 6.04 Survival. Article I and Sections 5.04 (Return or Destruction of Information) and 6.01 (Injunctive Relief) of this BAA and all other terms necessary to their interpretation or enforcement shall survive the termination of this BAA and all Program Agreements, together with such Paralign General Terms as are specified therein as surviving. Section 6.05 Interpretation. Any ambiguity in this BAA shall be resolved to permit compliance with the HIPAA Rules. Page 47 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Section 6.06 Incorporation of Paralign General Terms. The Paralign General Terms are incorporated in this BAA, except where expressly contradicted by the terms of this BAA. Exhibit E: Business Associate Agreement (and QSO Agreement, as applicable) HIPAA generally requires that Covered Entities and Business Associates enter into business associate agreements to safeguard Protected Health Information. This is such a business associate agreement and referred to as the “BAA” between our organizations. When the term “Business Associate” is used in this BAA it refers to Paralign Health, Inc. or its wholly owned subsidiary, Paralign CIN, LLC, whichever entity is acting as Your business associate with respect to the creation, receipt, use or transmission of Protected Health Information (“PHI”). This BAA should be interpreted as a separate business associate agreement between You and each of these Paralign companies. MSO and CIN are referenced here together to avoid the need for You to enter into two separate identical BAAs. Your organization is referred to in this BAA as the “Covered Entity.” This BAA will be effective as soon as it is accepted and replaces any prior business associate agreement you may have had with either Paralign company for the services it provides to You in connection with any Paralign program. If Covered Entity is a Part 2 Program (as defined below) and discloses Part 2 Records (as defined below) to Business Associate, this BAA shall also serve as a Qualified Service Organization Agreement, and the provisions set forth in Article VI shall apply. ARTICLE VI Definitions 6.1 Catch-All Definition. The term “HIPAA” means the Privacy, Security, Breach Notification and Enforcement Rules set forth at 45 CFR Parts 160, 162 and 164, as modified by the Health Information Technology for Economic and Clinical Health Act of 2009, and all implementing regulations. The term “Part 2” means the Confidentiality of Substance Use Disorder Patient Records regulations at 42 C.F.R. Part 2. Terms used but not otherwise defined in this BAA are as defined by HIPAA, and if applicable, Part 2, including the following terms: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information and Use. 6.2 Specific Definitions. 6.2.1 Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g). 6.2.2 Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A, D and E. 6.2.3 Protected Health Information. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR 160.103, including PHI transmitted by or maintained in electronic media, limited to the information created, received or used by Business Associate from or on behalf of Covered Entity. Page 48 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 6.2.4 Security Rule. “Security Rule” shall mean the Security Standards at 45 CFR Part 160 and Part 164, Subparts A and C. 6.2.5 Part 2 Records. “Part 2 Records” shall mean information, including patient identifying information, defined as a “Record” in 42 C.F.R. § 2.11, and received by Business Associate from a Part 2 Program. 6.2.6 Part 2 Program. “Part 2 Program” shall have the same meaning as the term set forth at 42 C.F.R. § 2.11. 6.2.7 Protected Information. “Protected Information” shall mean Protected Health Information and, if applicable, Part 2 Records. 6.2.8 Qualified Service Organization. “Qualified Service Organization” or “QSO” shall have the same meaning as the term set forth at 42 C.F.R. § 2.11. ARTICLE VII Obligations and Activities of Business Associate 7.1 Regulatory Compliance. Business Associate agrees that it shall comply with the provisions of the HIPAA Rules to the extent such regulations apply directly to Business Associate and as provided at 0 of this BAA. 7.2 General. Business Associate agrees not to Use or Disclose PHI other than as permitted or required by this BAA or as Required by Law. 7.3 Safeguards. Business Associate agrees to implement and use appropriate administrative, physical and technical safeguards to prevent Use or Disclosure of PHI other than as permitted by this BAA, and to comply with the Security Rule, where applicable. 7.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this BAA, including, without limitation, any Breach. 7.5 Reporting Unauthorized Uses/Disclosures (including Security Incidents and Breaches). 7.5.1 Business Associate agrees to promptly after discovery report to Covered Entity any Use or Disclosure of PHI that is not permitted by this BAA or the Business Arrangements. This reporting duty includes any Security Incident or Breach of Unsecured PHI, unless Business Associate is prevented from doing so by 45 CFR § 164.412 concerning law enforcement investigations. Business Associate may make the initial report orally but shall promptly follow an oral report with a written report to Covered Entity. 7.5.2 Each report (oral or written) shall include, if the following information is known to (or can be reasonably obtained by) the Business Associate: (i) contact information for individuals who were or who may have been impacted (e.g., first and last name, mailing address, street address, phone number, email address); (ii) a brief description of the circumstances, including the date of the unauthorized Use/Disclosure and date of discovery; (iii) a description of the types of Unsecured PHI involved (e.g., Page 49 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 names, Social Security number, date of birth, address(es), account numbers of any type, disability codes, diagnostic and/or billing codes and similar information); (iv) a brief description of what the Business Associate has done or is doing to investigate, mitigate harm to the individuals impacted and to protect against future unauthorized Uses/Disclosures. Business Associate shall appoint a liaison and provide contact information for this individual to Covered Entity so that Covered Entity may ask questions or learn additional information. Business Associate will have a continuing duty to inform Covered Entity of new information learned by Business Associate regarding the unauthorized Use/Disclosure, including, but not limited to, the information described in items (i) through (iv), above. 7.5.3 For purposes of reporting an improper Use/Disclosure, discovery shall occur as of the first day on which such Use/Disclosure is known to the Business Associate or, by exercising reasonable diligence, would have been known to the Business Associate. 7.5.4 Business Associate agrees to cooperate with Covered Entity and provide other information as necessary for Covered Entity to assess and respond to an improper Use/Disclosure. 7.6 Agents and Subcontractors. Business Associate agrees to ensure that any third party, including any agent and/or Subcontractor, that creates, receives, maintains or transmits Covered Entity’s PHI on behalf of Business Associate, agrees to the same obligations, restrictions and conditions that apply to Business Associate with respect to such information under this BAA and/or the HIPAA Rules, including, without limitation, restrictions, conditions and requirements regarding implementation of reasonable and appropriate safeguards to protect electronic PHI, and to notify Business Associate of Breaches, Security Incidents and other improper Uses or Disclosures of PHI. 7.7 Access to PHI. In the event Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to provide access, within ten (10) days of Covered Entity’s request, to PHI in a Designated Record Set to Covered Entity in order to meet the requirements under 45 CFR 164.524 (Individuals' rights to access). In the event that an Individual makes a request for access directly to Business Associate, Business Associate shall notify Covered Entity of such request within three (3) business days. 7.8 Amendment of PHI. In the event Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR 164.526 within twenty (20) days of Covered Entity’s request for such amendment. In the event a request for amendment is made directly to Business Associate by an Individual, Business Associate will notify Covered Entity of such request within three (3) business days. 7.9 Access and Inspection. Business Associate agrees to make internal practices, books and records, including policies and procedures relating to the Use and Disclosure of PHI received from, created by or received by Business Associate on behalf of Covered Entity, available to Covered Entity or to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules and this BAA. 7.10 Accounting of Disclosures. Business Associate agrees to document its disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to Page 50 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 a request by an Individual for an accounting of disclosures in accordance with 45 CFR 164.528, and to provide such documentation to Covered Entity within twenty (20) days of Covered Entity’s request. 7.11 Performance of Covered Entity Obligations. To the extent the Business Arrangements require Business Associate to carry out Covered Entity’s obligations under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligation(s). ARTICLE VIII Permitted Uses and Disclosures by Business Associate 8.1 General Use and Disclosure. Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI to perform functions, activities, or services for or on behalf of Covered Entity in connection with the Business Arrangements. 8.2 Minimum Necessary. Business Associate shall Use and Disclose PHI, as well as requests for PHI, in accordance with the principle of "Minimum Necessary" Use and Disclosure, i.e., only the minimum PHI necessary to accomplish the intended purposes may be Used or Disclosed. 8.3 Use for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. 8.4 Disclosure for Business Purposes. Except as otherwise limited in this BAA, Business Associate may Disclose PHI for the proper management and administration of Business Associate, provided that such Disclosures are (a) Required By Law; or (b) Business Associate obtains reasonable assurances, prior to disclosure, from the person to whom the information will be disclosed that it will remain confidential and be Used or further Disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been Breached. 8.5 Data Aggregation. Except as otherwise limited in this BAA, Business Associate may Use PHI to provide Data Aggregation services related to the Health Care Operations of Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B) if so requested by Covered Entity. 8.6 De-Identification. Business Associate may de-identify Covered Entity's PHI in accordance with 45 CFR § 164.514(b) and use and disclose such de-identified information without restriction. ARTICLE IX Obligations of Covered Entity 9.1 Notification to Business Associate. Covered Entity shall notify Business Associate of: (i) any limitation(s) in its Notice of Privacy Practices in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI; (ii) any changes in, or revocation of, permission by Individual to Use or Disclose PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI; and (iii) any restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI. Page 51 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 9.2 Requests. Covered Entity shall not request Business Associate to Use or Disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. ARTICLE X Term and Termination 10.1 Term and Termination. This BAA shall remain in effect until terminated in accordance with the terms of this Article, provided, however, that termination shall not affect the respective obligations or rights of the parties arising under this BAA prior to the effective date of termination, all of which shall continue in accordance with their terms. For compliance reasons, any termination of this BAA may result in a reduction of service or product offerings available under the Paralign programs or other agreements that depend upon this BAA for regulatory compliance. 10.2 Automatic Termination Without Cause. This BAA will automatically terminate when Covered Entity’s participation in all Paralign programs involving Business Associate’s services to Covered Entity has ended. 10.3 Termination with Cause. Either Covered Entity or Business Associate may terminate this BAA if the other fails to cure a breach of this BAA after ten (10) days' written notice thereof. However, Covered Entity may terminate this BAA by written notice to Business Associate if Covered Entity makes a reasonable determination that the Business Associate has breached a material term of this BAA or has violated any provision of the HIPAA Rules or other applicable federal or state privacy law relating to the obligations of Business Associate under this BAA. 10.4 Return or Destruction of Information. Upon termination of this BAA for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity, or otherwise through the performance of services for Covered Entity that is in the possession or control of Business Associate or any third party that has received such information from Business Associate or in connection with the performance of services under this BAA. Business Associate shall certify such return or destruction in writing to Covered Entity. In the case of PHI which is not feasible to “return or destroy,” Business Associate shall provide written notice to Covered Entity of the PHI retained and extend the protections of this BAA to such PHI, including, without limitation, Business Associate’s reporting obligations under 7.5 of this BAA, and limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. Business Associate further agrees to comply with other applicable state or federal law, which may require a specific period of retention, redaction or other treatment of such PHI. ARTICLE XI Qualified Service Organization 11.1 Applicability. This Article XI shall apply only if and when: (a) Covered Entity is a Part 2 Program; and (b) Covered Entity discloses Part 2 Records to Business Associate. If this Article XI applies, Business Associate shall be deemed a Qualified Service Organization with respect to such Part 2 Records. 11.2 QSO Acknowledgments. Business Associate acknowledges that in receiving, transmitting, transporting, storing, processing, or otherwise dealing with any Part 2 Records received from Covered Entity, it is fully bound by the provisions of Part 2. Business Associate will maintain and use such Part 2 Page 52 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 Records only for the purposes intended under this BAA and in conformity with all applicable provisions of Part 2. 11.3 Resistance to Disclosure. Business Associate agrees to resist any efforts to obtain access to Part 2 Records, including in judicial proceedings, if necessary, unless permitted by Part 2. 11.4 Part 2 Safeguards. Business Associate agrees to have formal policies and procedures in compliance with 42 C.F.R. § 2.16 to prevent use or disclosure of Part 2 Records other than as provided for by this BAA. 11.5 Part 2 Use and Disclosure Limitations. With respect to Part 2 Records, Business Associate may only use or disclose such records to provide services to Covered Entity consistent with 42 C.F.R. § 2.11. Business Associate may only disclose Part 2 Records to Covered Entity, or to a contract agent of Business Associate for the purpose of providing the services described in the Business Arrangements, or as otherwise permitted by Part 2. 11.6 Part 2 Subcontractor Requirements. If Business Associate enters into a contract with a subcontractor or agent for the purpose of providing the services described in the Business Arrangements involving Part 2 Records, Business Associate agrees that the subcontractor or agent will only use the Part 2 Records consistent with this BAA and Part 2, and will only disclose Part 2 Records to Business Associate or Covered Entity. If Business Associate learns of a pattern or practice by the subcontractor or agent that is a material breach of the contract or a violation of this BAA or Part 2, Business Associate agrees to take reasonable steps to cure the breach or terminate the contract. 11.7 Part 2 Destruction Requirements. Any destruction of Part 2 Records upon termination of this BAA shall comply with the requirements of Part 2. 11.8 Covered Entity Part 2 Acknowledgments. If Covered Entity is a Part 2 Program, Covered Entity acknowledges that in receiving, storing, processing, or otherwise using any information from its substance use disorder treatment program, it is fully bound by Part 2. Covered Entity undertakes to resist in judicial proceedings any efforts to obtain access to Part 2 Records otherwise than as expressly provided for in Part 2. 11.9 Part 2 Interpretation. Any ambiguity in this Article VI shall be resolved in favor of a meaning that permits compliance with Part 2. In the event of a conflict between the provisions of this Article XI and other provisions of this BAA with respect to Part 2 Records, the provisions of this Article XI shall control. ARTICLE XII Miscellaneous 12.1 Injunctive Relief. The Parties acknowledge that the remedy at law for any breach of the terms of this BAA are inadequate and that the damages resulting from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach of this BAA by Business Associate, or any of its Subcontractors, Covered Entity shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further Breach. Page 53 of 57 SCHEDULE I: STATE SPECIFIC TERMS FOR PROVIDERS MBF\894496\0001\52209014.v1-11/25/25 12.2 Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. 12.3 Amendment. No oral modification of any of the provisions of this BAA shall be binding on either Party, provided, however, that upon the effective date of any amendment or enactment of any law, regulation, court decision or relevant government publication and/or interpretive guidance or policy that either Party believes in good faith will adversely impact the Use or Disclosure of PHI under this BAA or the compliance of this BAA, such Party may amend this BAA to comply with such law, regulation, court decision or government publication, guidance or policy by delivering a written amendment to the other Party, which shall be effective thirty (30) days after receipt, or sooner, if required by law. 12.4 Survival. Articles 0 and XII and 10.4 (Return or Destruction of Information), 11.1 (Injunctive Relief) and, when applicable, 11.7 (Part 2 Destruction Requirements), of this BAA and all other terms necessary to their interpretation or enforcement shall survive the termination of this BAA and all Program Agreements, together with such Paralign General Terms as are specified therein as surviving. 12.5 Interpretation. Any ambiguity in this BAA shall be resolved to permit compliance with the HIPAA Rules and, if Article XI applies, Part 2. 12.6 Incorporation of Paralign General Terms. The Paralign General Terms are incorporated in this BAA, except where expressly contradicted by the terms of this BAA. Page 54 of 57 Page 55 of 57 Page 56 of 57 Page 57 of 57