HEALTH DIALOG SERVICES CORPORATION

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Execution Version form, incorporating or reflecting the Confidential Information and IP Rights of the other Party ("Proprietary Materials"). Notwithstanding the foregoing, or any other provision to the contrary in this Agreement, a Party shall not be required to return Confidential Information received from the other Party during the Term to the extent such Confidential Information is required for review by external auditors or in connection with the performance of obligations which survive termination of this Agreement, including, without limitation, the reconciliation of payments due to Health Dialog under the terms of this Agreement. At such time as the Confidential Information is no longer required for such purposes, it shall be returned to the other Party or destroyed, at the other Party's request. To the extent the parties agree that it not commercially feasible to destroy or delete Proprietary Materials in accordance with this Section 14.4, such Proprietary Materials shall not be used for any purpose and shall be maintained in accordance with Section 5.1 for a period of seven (7) years following expiration or termination of this Agreement; provided, however, that any of such retained Proprietary Materials may be returned or destroyed at any time during such seven (7) year period if it should become feasible to do so. SECTION 15. NON -SOLICITATION OF EMPLOYEES Each Party agrees not to directly or indirectly solicit the services of or not to employ (in any form, including, but not limited to, as an employee or as a consultant) (without prior written consent of the other Party) any employee of the other Party who participates in any manner in the activities that are the subject of this Agreement during the Term and for a period of twelve (12) months thereafter. SECTION 16. STATUS OF PARTIES It is expressly agreed that the Parties hereto shall be independent contractors and that nothing herein shall be construed to make the Parties partners or joint venturers with each other, or to impose on either Party any liability that would arise through such a partnership or joint venture. SECTION 17. ENTIRE AGREEMENT AND AMENDMENTS This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. Only a written amendment signed by both Parties may amend this Agreement. In the event of any inconsistency between any provision of this Agreement and of any Work Order, the provision of the Work Order shall govern. SECTION 18. ASSIGNMENT The Parties may not assign their rights and obligations to a third party without the written consent of the other, which consent shall not be unreasonably withheld; provided, however, that this Agreement shall be assignable by Client or Health Dialog to an Affiliate or a successor corporation agreeing to assume all duties and obligations of the predecessor corporation. SECTION 19. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflicts of law provision that would cause the application of the domestic substantive laws of any other jurisdiction, as well as any applicable local and federal laws, including the CARES Act. Both Parties further agreement that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with, or by reason of this Agreement. SECTION 20. SEVERABILITY Except as otherwise provided in Sections 14.3.1 and 14.3.3, if any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby. C 2020 Health Dialog - Confidential Page 11 Services Agreement