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<br /> <br />Virtual Medicine Services Agreement Page 1 <br /> <br /> <br />VIRTUAL MEDICINE SERVICES AGREEMENT <br />THIS “VIRTUAL MEDICINE SERVICES AGREEMENT” (hereinafter referred to as the <br />“Agreement”), is made and entered into the ____3rd__ day of _February__, 2020 (the <br />“Execution Date”), by and among RelyMD, Inc., a Delaware corporation (“RelyMD”), and <br />Orange County (hereinafter “Client”). RelyMD and Client shall be referred to herein each as a <br />“Party” and collectively as the “Parties.” <br />WITNESSETH: <br />WHEREAS, RelyMD is in the business of providing health care services to patients in the <br />state of North Carolina virtually, and Client desires to engage RelyMD for the provision of <br />virtual medicine services to its employees and eligible dependents pursuant to the terms and <br />conditions set forth herein; and RelyMD desires to be engaged by Client pursuant to the terms <br />and conditions set forth herein. <br />NOW, THEREFORE, in consideration of the foregoing and the terms and conditions <br />contained herein, the Parties agree as follows: <br />1.1 RelyMD’s Obligations. RelyMD shall have the responsibility and commensurate <br />authority to provide virtual medicine services for the Participants as set forth in Exhibit A, <br />attached hereto and made a part hereof (the “Virtual Medicine Services”). RelyMD accepts <br />responsibility to its patients for the nature and character of all professional medical services <br />rendered by RelyMD or its agents, employees or independent contractors. <br />1.2 Compensation. Client shall pay to RelyMD fees in the amount set forth in <br />Exhibit A, attached hereto and made a part hereof (the “Virtual Medicine Services”) as <br />compensation for the virtual medicine services provided. <br />1.3 Term and Renewal. The term of this Agreement shall commence for twelve (12) <br />months from the date the service is launched, such date will be termed the “Effective Date.” <br />This agreement will automatically renew for successive one (1) year terms on the anniversary of <br />the Effective Date, unless either Party provides the other Party written notice of non-renewal at <br />least sixty (60) days prior to expiration of the then-current term. <br />1.4 Insurance. RelyMD maintains a comprehensive general liability insurance <br />policy and professional liability insurance with commercially reasonable policy limits covering <br />the services provided to this agreement. <br />1.5 Medical Records. All medical and other records and documents prepared by <br />RelyMD shall be and remain the property of RelyMD and the applicable patient, in accordance <br />with applicable law, and shall be treated by the Parties as confidential pursuant to applicable <br />federal and state law. RelyMD shall: (i) Maintain a database of the Participants' information (in <br />an electronic format that is compliant with the Health Insurance Portability and Accountability <br />Act of 1996, as amended ("HIPAA")), including but not limited to those changes adopted and <br />incorporated by Section XIII of the American Recovery and Reinvestment Act of 2009 (ARRA) <br />known as Health Information Technology for Economic and Clinical Health (HITECH) Act, and <br />DocuSign Envelope ID: EC077557-8FAB-41D0-97CA-756A6F916D25