Common use of Maintenance and Support Services Clause in Contracts

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connections

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grantSupport. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section onlySection, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsconnections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days days’ prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grantSupport. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section onlySection, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term.”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsconnections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

Maintenance and Support Services. 3.1 Subject 7.1 During the term of this Agreement and provided LICENSEE’s maintenance and support fee has been paid, Licensor will: a. Supply LICENSEE with any improvements or modifications to Client’s timely payment the Software that Licensor does not charge for generally as options or as separate products. b. Provide off-site communications such as telephone, facsimile and e-mail support between the hours of applicable Maintenance 8:00 a.m. and Support fees5:00 p.m., MRI Monday through Friday (excluding Licensor holidays), Central Standard Time, to the extent technically feasible to cause the Software to perform substantially in accordance with the documentation provided to LICENSEE therewith. Any required correction, replacement or services will provide be promptly accomplished after LICENSEE has identified and notified of any such error in accordance with the procedures, which are attached hereto as Schedule B. For purposes of providing the maintenance and support services, Licensor agrees to Client implement the Maintenance maintenance and Support services support procedures attaches hereto as Schedule B and incorporated herein by reference. If LICENSEE specifically requests Licensor to visit LICENSEE's site in connection with the correction of one or more errors not covered by Licensor's maintenance and support services, LICENSEE shall reimburse Licensor for any out of pocket expenses incurred in connection therewith as described in Schedule A. 7.2 Any corrections or alterations to or new versions of the Maintenance and Support plan indicated Software that Licensor may deliver to LICENSEE under this Agreement shall be Limited to one copy of the Software set forth on Schedule A to this Agreement. 7.3 LICENSEE shall inform Licensor in writing of any changes, additions or modifications made to the Software by LICENSEE, or by any agents or consultants of LICENSEE that Licensor has agreed may have access to the Software. Although Licensor shall not be responsible for maintaining portions of the Software changed, added or modified by LICENSEE or for maintaining portions of the Software affected by LICENSEE's changes, additions or modifications, Licensor may, at its option, include some or all of such changes, additions or modifications in the Order Document during Software in such a manner that these same changes, additions or modifications will be reproduced by Licensor for LICENSEE in subsequent releases of the specified periodSoftware. All licenses Licensor reserves the right to incorporate any such changes, additions or modifications into the Software for distribution to LICENSEEs in Client’s possession must be supported under the same Maintenance and Support plangeneral, without any duty to pay a royalty or other fee associated therewith. 3.2 Updates are 7.4 LICENSEE agrees to pay Licensor for time spent and expenses incurred if analysis and maintenance of a problem indicates it was not the result of a nonconformance in the Software with the documentation provided if to LICENSEE therewith and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect toif: (ia) the Software that has been modified, changed or altered or modified by anyone other than MRI or its licensorsLicensor unless authorized by Licensor in writing; (iib) a LICENSEE is not operating the then-current (or the immediate prior) release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (vc) any systems the computer hardware used in the operation of the Software is not in good operating order or programs is not supplied installed in a suitable operating environment; (d) the computer hardware and hardware configuration used in the operation of the Software does not meet Licensor's recommended specifications; (e) the failure to perform substantially in accordance with the standard documentation is caused by MRILICENSEE or its agents, servants, employees or contractors (including, without limitation, by LICENSEE's failure to follow all instructions contained in such standard documentation); or (vif) Configurations. 3.3 Subject LICENSEE fails to timely payment notify Licensor promptly of the applicable fees, such failure after it is discovered. These charges will be invoiced at Licensor's then-current rates plus reasonable out of pocket expenses. Licensor shall have no duty to provide error identification or correction if all sums then due to Licensor under this Agreement have not been paid or LICENSEE is otherwise in material breach of its obligations under this Agreement. Maintenance and Support is Services will be provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance then- current and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days immediate prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all releases of the Software licensed as specified by ClientLicensor. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connections

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at on MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours efforts to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionssuch

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at on MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours efforts to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsand

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at on MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours efforts to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionson

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations.in 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grantSupport. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section onlySection, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsconnections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees(a) EES shall, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must at its expense, be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation obligated to provide Maintenance and Support with respect to: Services as set forth on Schedule C for the Assigned Software delivered hereunder for a period of nine (i9) Software months from the date hereof. In the event that an initial firm commitment underwritten public offering of shares of common stock of the Company registered under the Securities Act of 1933, as amended (an "IPO"), has not been altered consummated on or modified by anyone other than MRI or its licensors; prior to nine (ii9) a release for which months following the Effective Date, EES shall, at the option of the Company (as described below), continue to provide to the Company the Maintenance and Support has been discontinued; Services for the Assigned Software delivered under Section 5 (iiiand, if Company exercises its option under Section 6(b), the Update) Software used other than for an additional six (6) month period at EES' actual cost of providing such Services (including, but not limited to, an allocation of general and administrative costs and expenses, employee and employee benefit costs and expenses, and any out-of-pocket costs and expenses). Except as provided in accordance with the Documentation this Section 6(a) or other than on a XXX; (iv) discrepancies that do in Section 6(c), EES shall not significantly impair or affect the operation of the Software; (v) be obligated to provide any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that Services with respect to Third Party the Assigned Software, MRI’s obligation is limited and shall not be obligated to using commercially reasonable endeavours to obtain Maintenance and Support from revise or update the third party owner of such SoftwareAssigned Software in any manner whatsoever. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following b) At the end of the Initial Term, Maintenance nine (9) month period (and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Termfifteen (15) month period if extended) set forth in Section 6(a), as applicable, EES grants the Company an option to have EES deliver to the Company a copy of its intention the then current version of the Assigned Software and Documentation in use at EES (the "Update") on an "AS IS" basis to not renew Maintenance Company for Company's review and Support and use subject to the license grantrestrictions of Section 2. The pricing for the first twelve (12) months of any Renewal Term Company shall be provided exercise such option by notifying EES in writing by MRI no less than ninety of Company's intent to exercise such option at least two (902) days prior to weeks before the end of the Initial Term or any Renewal Termnine (9) month (or, if relevant, fifteen (15) month) period. Notice to not renew If the Initial Term or any Renewal Term Company exercises this option, the Update shall be given included in accordance with section 10.8 the definition of Assigned Software. In addition, whenever EES develops and places into production any improvements, corrections, modifications, or changes in or to the Assigned Software during the nine (9) month (or, if relevant, fifteen (15) month) period set forth in Section 6(a), EES agrees to provide such improvements, corrections, modifications, or changes on an "AS IS" basis to Company for Company's review and use subject to the restrictions of Section 2. (c) At the end of the Master Agreement the nine (9) month (or, if relevant, fifteen (15) month) period set forth in Section 6(a) and continuing for up to three years thereafter, EES shall be deemed given upon delivery offer to the provide to Company, on those offered by EES to any similarly situated non-cancelling Party. For purposes of affiliated software customer, the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is Services set forth on Schedule C for the Assigned Software. EES's obligations under Section 6 shall not renewed and is later reinstated, a reinstatement fee shall be assessed equal extend to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software any modifications or changes made to the most current release and pay for any applicable Upgrade feesAssigned Software made by the Company. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connections

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsconnections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsmay

Maintenance and Support Services. 3.1 Subject to Client’s timely payment If Licensee pays the Subscription Fee, or it is included in Q Pro or Q Complete and Licensee is not in breach of applicable this Agreement, TRIARQ will provide Software Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than Licensee in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect description of such services as set forth in this Agreement. 4.1 The Subscription Fee for the operation use of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject software is allocable only to timely payment the use of the applicable feesSoftware and included Services, Maintenance if any, as provided herein and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term as set forth in the Order Document Purchase Schedule. The Subscription Fee applies to all participating Providers listed on the Purchase Schedule. 4.2 The Maintenance and Support Fee shall be included in the monthly Subscription Fee of the Software as identified on the Purchase Schedule. The Maintenance Fee is allocable only to the provision of Maintenance Services as set forth in Schedule B and does not include any customization of the Software. 4.3 TRIARQ will provide Maintenance only if Licensee is current with respect to all fees owed to TRIARQ. Notwithstanding the forgoing, any and all third-party costs, including those for any current and/or future additional third-party software required to maintain compatibility and/or maintain use of the Software are expressly excluded and will be the sole responsibility of Licensee. 4.4 All fees paid hereunder are non-refundable unless otherwise expressly providedherein. 5.1 In the event Licensee’s account is in arrears for more than twenty (20) days for any reason, TRIARQ shall be entitled to immediately place Licensee on support hold and/or TRIARQ shall have the right to suspend, disable, modify, and/or remove the Software, third-party services, and/or any of the Software modules or components. 4.5 No Support or Maintenance will be provided while Licensee is on support hold, and the Licensee’s right to use the Software is suspended, although Subscription Fees and other fees for the Software and services shall continue to accrue. 4.6 TRIARQ retains the right to increase Subscription Fees and fees for services with 60 days notice. 4.7 TRIARQ may choose at anytime to cease its Maintenance of the Software, a particular version of the Software or a module of the Software. If such occurs during the term of Licensee’s Maintenance Services, TRIARQ shall refund to Licensee a prorated portion of the Maintenance Fee paid for that term. 4.8 All invoices are due and payable in US dollars upon receipt by Licensee. Late payment charges will be imposed as outlined in 4.13. 4.9 All fees listed in this Agreement are exclusive of all sales, use, value-added and similar taxes, fees, levies and assessments that may be imposed by any and all federal, state, or local laws and agencies. Licensee agrees to be solely responsible for the payment of all such taxes, fees, levies and assessments imposed on Licensee or TRIARQ arising out of this Agreement, excluding any tax based on TRIARQ’s net income. 4.10 Licensee acknowledges that the Fees under this Agreement do not include any third party or additional services not directly provided by TRIARQ, including but not limited to any current or future third party additional services with which the Software communicates including but not limited to electronic prescription, electronic communications, billing validation, claims processing and/or insurance company services for which Licensee shall be solely responsible. 4.11 All Software updates delivered to Licensee shall be delivered via Electronic Software Delivery (“Initial TermESD”). Following the end TRIARQ shall use commercially reasonable efforts to secure all file transfers via ESD. Licensee acknowledges and accepts that, despite such efforts by TRIARQ to effect a secure file transfer, including using a non-public server and transferring by appointment only, there remains some level of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew risk of invasive activity by third parties. 4.12 In consideration for the same length use of certain TRIARQ Services and applicable Software Subscription licenses, TRIARQ will be paid fees as set forth in the Initial Term applicable Purchase Schedule, plus applicable sales tax, if any. Customer agrees to pay TRIARQ, or its assignee (each renewal a “Renewal TermPayment Assignee”), unless either Party gives written the payments as specifically defined in the TRIARQ Purchase Schedule and Agreement. Customer acknowledges and understands that TRIARQ may, at its sole discretion and without notice at least sixty (60) calendar days prior to the end Customer, assign any amount of the Initial Term payments due to an authorized TRIARQ Certified Partner (“Payment Assignment”). Customer further acknowledges and understands that the TRIARQ Certified Partner will have all the benefits of the Payment Assignment and TRIARQ will retain all other obligations under this Agreement. 4.13 If Customer does not pay the amounts due TRIARQ or any Renewal Termits Payment Assignee plus applicable sales tax, if any, as applicable, specified in the Purchase Schedule within twenty (20) days of its intention to not renew Maintenance and Support and the license grantdue date, Customer is in default. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end If Customer defaults, TRIARQ or its Payment Assignee may do one or more of the Initial Term or any Renewal Term. Notice following 1) Place Customer account on support hold and/or suspend services, 2) Charge a late fee of up to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only$75 per day, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsand

Maintenance and Support Services. 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations.has 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support and the license grant. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. Notice to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsconnections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

Maintenance and Support Services. 3.1 Subject to Client’s timely payment If Licensee pays the Subscription Fee, or it is included in Q Pro or Q Complete and Licensee is not in breach of applicable this Agreement, TRIARQ will provide Software Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than Licensee in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect description of such services as set forth in this Agreement. 4.1 The Subscription Fee for the operation use of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject software is allocable only to timely payment the use of the applicable feesSoftware and included Services, Maintenance if any, as provided herein and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term as set forth in the Order Document Purchase Schedule. The Subscription Fee applies to all participating Providers listed on the Purchase Schedule. 4.2 The Maintenance and Support Fee shall be included in the monthly Subscription Fee of the Software as identified on the Purchase Schedule. The Maintenance Fee is allocable only to the provision of Maintenance Services as set forth in Schedule B and does not include any customization of the Software. 4.3 TRIARQ will provide Maintenance only if Licensee is current with respect to all fees owed to TRIARQ. Notwithstanding the forgoing, any and all third-party costs, including those for any current and/or future additional third-party software required to maintain compatibility and/or maintain use of the Software are expressly excluded and will be the sole responsibility of Licensee. 4.4 All fees paid hereunder are non-refundable unless otherwise expressly provided herein. 5.1 In the event Licensee’s account is in arrears for more than twenty (20) days for any reason, TRIARQ shall be entitled to immediately place Licensee on support hold and/or TRIARQ shall have the right to suspend, disable, modify, and/or remove the Software, third-party services, and/or any of the Software modules or components. 4.5 No Support or Maintenance will be provided while Licensee is on support hold, and the Licensee’s right to use the Software is suspended, although Subscription Fees and other fees for the Software and services shall continue to accrue. 4.6 TRIARQ retains the right to increase Subscription Fees and fees for services with 60 days notice. 4.7 TRIARQ may choose at anytime to cease its Maintenance of the Software, a particular version of the Software or a module of the Software. If such occurs during the term of Licensee’s Maintenance Services, TRIARQ shall refund to Licensee a prorated portion of the Maintenance Fee paid for that term. 4.8 All invoices are due and payable in US dollars upon receipt by Licensee. Late payment charges will be imposed as outlined in 4.13. 4.9 All fees listed in this Agreement are exclusive of all sales, use, value-added and similar taxes, fees, levies and assessments that may be imposed by any and all federal, state, or local laws and agencies. Licensee agrees to be solely responsible for the payment of all such taxes, fees, levies and assessments imposed on Licensee or TRIARQ arising out of this Agreement, excluding any tax based on TRIARQ’s net income. 4.10 Licensee acknowledges that the Fees under this Agreement do not include any third party or additional services not directly provided by TRIARQ, including but not limited to any current or future third party additional services with which the Software communicates including but not limited to electronic prescription, electronic communications, billing validation, claims processing and/or insurance company services for which Licensee shall be solely responsible. 4.11 All Software updates delivered to Licensee shall be delivered via Electronic Software Delivery (“Initial TermESD”). Following the end TRIARQ shall use commercially reasonable efforts to secure all file transfers via ESD. Licensee acknowledges and accepts that, despite such efforts by TRIARQ to effect a secure file transfer, including using a non-public server and transferring by appointment only, there remains some level of the Initial Term, Maintenance and Support and the license grant under Section 2.1 shall automatically renew risk of invasive activity by third parties. 4.12 In consideration for the same length use of certain TRIARQ Services and applicable Software Subscription licenses, TRIARQ will be paid fees as set forth in the Initial Term applicable Purchase Schedule, plus applicable sales tax, if any. Customer agrees to pay TRIARQ, or its assignee (each renewal a “Renewal TermPayment Assignee”), unless either Party gives written the payments as specifically defined in the TRIARQ Purchase Schedule and Agreement. Customer acknowledges and understands that TRIARQ may, at its sole discretion and without notice at least sixty (60) calendar days prior to the end Customer, assign any amount of the Initial Term payments due to an authorized TRIARQ Certified Partner (“Payment Assignment”). Customer further acknowledges and understands that the TRIARQ Certified Partner will have all the benefits of the Payment Assignment and TRIARQ will retain all other obligations under this Agreement. 4.13 If Customer does not pay the amounts due TRIARQ or any Renewal Termits Payment Assignee plus applicable sales tax, if any, as applicable, specified in the Purchase Schedule within twenty (20) days of its intention to not renew Maintenance and Support and the license grantdue date, Customer is in default. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end If Customer defaults, TRIARQ or its Payment Assignee may do one or more of the Initial Term or any Renewal Term. Notice following 1) Place Customer account on support hold and/or suspend services, 2) Charge a late fee of up to not renew the Initial Term or any Renewal Term shall be given in accordance with section 10.8 of the Master Agreement and shall be deemed given upon delivery to the non-cancelling Party. For purposes of the pricing notice in this Section only$75 per day, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connectionsand