OnTrak Solutions Insurance Master Services Agreement

THIS MASTER
AGREEMENT(“Agreement”)
made and entered into on date specified on signed Proposal, by and between
OnTrak Solutions (“OnTrak”), a New Jersey Limited Liability Company, and
Company named on signed Proposal (“Customer”) (collectively, the “Parties”).

  1. Equipment and Services:
    Annexed to this Agreement is the Proposal, which shall set forth the
    description of services and equipment (“Services” and/or “Equipment”)
    being provided to Customer by OnTrak. The Proposal is incorporated into this
    Agreement. Customer may add additional Services and/or Equipment to the
    Proposal after this Agreement is entered into by completing an Additional Unit
    Form (“AUF”). The commencement date of the AUF shall be the date stated
    on the AUF and will be added to the monthly invoices and billed as stated
    herein.

  2. Term:

a) shall commence as of the date of
this Agreement stated above (“Commencement Date”) and shall be renewed
each year thereafter for so long as Customer is insured by an Insurance Company
and Customer will abide by the separate agreement (policy endorsement) relating
to these services:

b) May or may not be terminated at
Customer’s option in the event insurance coverage is no longer in effect.

c) Continue on a month-to-month basis
and may be terminated as stated in paragraph six (6) herein in the event
insurance coverage the Insurance Company is no longer in effect.

  1. Payment: Payment
    for the purchase of the required equipment and monthly charges during the
    initial twelve (12) month policy period commencing ending shall be covered by
    the Insurance Company as part of the OVIT Program. Thereafter, Customer shall
    assume responsibility for monthly payments.

  2. Default and Remedies:
    In the event Customer shall fail to perform any of the covenants, obligations,
    and/or conditions stated in the Agreement, and without prejudice to or waiving
    and other rights or remedies stated herein, then: a) OnTrak shall be permitted
    to immediately suspend and/or terminate supplying Customer with Equipment
    and/or Services and terminate this Agreement; b) Customer shall be liable for
    all costs, expenses, and/or damages incurred by OnTrak based on Customer’s
    default; c) Customer shall be required to immediately return all Equipment to
    OnTrak. In the event Customer fails to return all Equipment as required, OnTrak
    may be permitted to use self-help to uninstall and obtain possession of the
    Equipment from Customer.

  3. SD Cards: If
    OnTrak supplies the Customer with an SD card for use with the Equipment,
    Customer shall only use the SD card provided by OnTrak and at the applicable
    usage levels. OnTrak shall be permitted to charge Customer an administrative
    fee for any excessive and/or failure to use the SD card provided, including use
    of the SD card outside of the United States, unless otherwise authorized by
    OnTrak.

  4. Equipment Maintenance and Use:
    Customer shall maintain the Equipment in good condition and
    not remove, alter, disfigure, or cover any identifying information on the
    Equipment. OnTrak shall not be responsible to replace, repair, or refund
    Customer for any Equipment and/or Services, unless the Equipment and/or
    Services does not operate due to a diagnosed software issue. Customer shall use
    the Equipment and/or Services in compliance and in accordance with all rules,
    regulations, ordinances, and laws governing the use of the Equipment and/or
    Services and this Agreement. Customer shall be liable for any and all damages
    to Equipment, other than normal wear and tear, before title is transferred to
    Customer.

  5. Intellectual Property:
    OnTrak shall provide to customer for the Customer’s use all information and
    data generated and obtained from the Equipment and/or Services (“Customer
    Data”). OnTrak shall have the right to use all of Customer’s Data. OnTrak
    will provide Customer Data to Customer’s insurance carrier as part of OnTrak’s
    OVIT Program.

  6. Entire Agreement:
    This Agreement constitutes the entire Agreement between the Parties and
    supersedes and revokes all other agreements whether oral or written between the
    parties. The Customer acknowledges that it has not relied on any statement,
    promise or representation made by or on behalf of OnTrak that is not set forth
    in this Agreement. OnTrak has the right to update/change any and all policies
    at any time and will inform the customer via written notice or email.

  7. Negative Inference:
    The Parties understand and agree that no negative inference shall be draw
    against OnTrak as the preparer of this Agreement.

  8. Counterparts:
    This Agreement may be executed in one or more counterparts, each of which shall
    be deemed an original, but all of which together shall constitute one and the
    same Agreement. Facsimile or electronic signatures shall be deemed originals.

  9. Severability:
    In the event that any provision of this Agreement is held to be unenforceable,
    invalid, and/or illegal, all other provisions of this Agreement shall remain in
    full force and effect.

  10. Attorney’s Fees:
    OnTrak shall be entitled to reasonable attorney’s fees, costs, and
    disbursements in any action arising from the enforcement or Customer’s default
    of this Agreement.

  11. Assignment:
    Customer may not assign this Agreement, Equipment, and/or Services provided for
    in this Agreement to any other person and/or entity without OnTrak’s prior
    written consent. OnTrak may assign this Agreement without notice to the
    Customer or Customer’s consent. This Agreement shall be binding upon all
    respective parties’ heirs, assigns, executors, administrators, and
    successors-in-interest.

  12. Governing Law:
    This Agreement shall be governed by and construed in accordance with the laws
    of the State of New Jersey. The Parties consent that any action or proceeding
    brought by any party shall be brought within the State of New Jersey, Monmouth
    County.

  13. Indemnification:
    OnTrak shall not be liable for any damages and/or loss, nor any injury or
    damage to Customer or any person and/or entity resulting from any cause of
    whatsoever nature resulting or caused by OnTrak, the Equipment, or Services.
    Customer agrees to defend, indemnify, and hold harmless OnTrak for any claims,
    actions, demands, loss, expense, and/or damage of any kind for monetary
    damages, property damages, equitable relief, personal injury, and/or wrongful
    death arising out of any acts, omissions, negligence, or willful misconduct
    committed by OnTrak, its officers, members, employees, agents, contractors,
    invitees, or personnel rising out of, connected with, or resulting from the
    this Agreement, Equipment, and/or Services. Customer shall reimburse OnTrak for
    any penalties, fines, judgments, awards, decrees, attorney’s fees, and related
    costs and/or expenses, and any reimbursements to OnTrak for all fees, expenses,
    and/or costs incurred regarding the aforementioned. This provision shall
    survive the termination of this Agreement.