HEALTH DIALOG SERVICES CORPORATION

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Execution Version 3.1. Work Orders. Client shall be responsible for performing the obligations of Client described in the Work Orders. 3.2. Resource Support. Client agrees to cooperate reasonably with Health Dialog in the performance of Health Dialog's duties and obligations under this Agreement. Client shall deploy sufficient qualified staff to perform its commitments under this Agreement, and shall provide Health Dialog with reasonable access to, and support from, Client's key management and staff to support the relationship established under this Agreement. 3.3. Laws. Client shall perform its obligations under this Agreement in a manner that is consistent with applicable law, including the CARES Act. 3.4. Client Information. Client shall provide, or cause to be provided, to Health Dialog, in a timely and useable manner, the information and records in Client's possession, if any, or in the possession of Client's contractors and/or agents, if any, that are reasonably required by Health Dialog to provide Services, as specified in the applicable Work Orders. Health Dialog shall have the right to use such information and records for the purpose of carrying out its responsibilities pursuant to this Agreement and as otherwise permitted by this Agreement. To the extent that any information and records of Client provided to Health Dialog are materials in which a third party holds IP Rights, Client shall have obtained the right to use, and to authorize Health Dialog to use, such information and records in accordance with the terms of this Agreement. 3.5. Communications. Client shall provide and support ongoing communications with respect to Services to Eligible Members and other appropriate, relevant audiences, as mutually agreed by the Parties. Except as otherwise provided in this Agreement or in a Work Order, each Party shall have the right to approve in advance any communications to Eligible Members or others (including the public) which are created or disseminated by the other Party regarding the Services (other than communications by Health Coaches made in the ordinary course of delivery of the Services). SECTION 4. FEES AND PAYMENT Client agrees to pay Health Dialog according to the payment terms described in the Work Orders. SECTION 5. CONFIDENTIAL INFORMATION 5.1. General Provision. During the Term of this Agreement, the Parties will share information that is proprietary and confidential ("Confidential Information"). 5.1.1. "Confidential Information" means, subject to the provisions of the California Public Records Act and any other applicable public records laws: (a) all information that is maintained in secret by a Party under circumstances where reasonable steps have been taken to maintain such secrecy and (b) comparable information proprietary to third parties that a Party receives from third parties who do business with it, whether in oral, written, electronic or other form. Confidential Information may include, but is not limited to: nonpublic financial and business information; proprietary methods of doing business, tools and methodologies, statistical models, algorithms and other methodologies for data analyses, organization and reports, and any derivative works or improvements to such methods, tools, methodologies, models and algorithms; educational materials; reports; information concerning the disclosing Party's services or products; audit materials, reports and results; customer, subscriber, member or network provider names and payment terms; internal policies, procedures and protocols; and any other information that has been maintained in secrecy or identified as secret by a Party under circumstances where reasonable steps have been taken to maintain such secrecy. Confidential Information does not include protected health information, as defined in HIPAA, which is subject to the provisions of Section 6 of this Agreement, or any O 2020 Health Dialog - Confidential Page 3 Services Agreement