Thank you for your interest in Patient Coverage Connect.

This Non-Disclosure and Non-Circumvention Agreement (this “Agreement”) is entered into as of (the “Effective Date”), by and between Patient Coverage Connect, a Tennessee limited liability company with its principal place of business at Chattanooga, Tennessee (“PCC”), and , located at (“Counterparty”). PCC and Counterparty may be referred to individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, PCC is developing and operating a clinical Medicare coverage referral platform that surfaces coverage gaps from patients’ electronic health records and connects Medicare beneficiaries with licensed Medicare advisors, operating across physician offices, pharmacies, health systems, and community health centers, including proprietary technology, workflows, integration architecture, business processes, and provider and distribution network relationships (the “Business”);

WHEREAS, the Parties desire to explore a potential business relationship, which may include technology integration, API partnership, distribution agreement, investment, advisory contributions, or other collaboration related to the Business (the “Purpose”);

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain Confidential Information (as defined below), including introductions to business contacts such as providers, FMO partners, investors, or vendors;

WHEREAS, the Parties wish to protect such Confidential Information, preserve their respective intellectual property rights, and prevent circumvention of their respective roles and relationships in any transactions arising from such introductions;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 Confidential Information means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation: (a) business plans, financial projections, pricing models, unit economics, and operating cost structures; (b) technical architecture, EHR integration methods, clinical referral workflow design, API specifications, AOR routing and payment-gate mechanisms, CRM integration logic, data processing methods, and software algorithms; (c) intellectual property, trade secrets, know-how, and proprietary methodologies related to the clinical Medicare referral channel; (d) provider network relationships, FMO partnerships, health system contacts, and distribution network information; (e) customer, supplier, partner, investor, or provider lists and contact information; (f) marketing strategies, launch plans, KPIs, and ROI materials; (g) management team details, board responsibilities, and organizational structures; and (h) any Introduced Contact Information (as defined below).

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure without any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is lawfully obtained from a third party without breach of any confidentiality obligation.

1.2 Introduced Contact means any person, entity, investor, provider, FMO, vendor, partner, health system, or other contact (including their affiliates, principals, or representatives) first introduced or identified to the Receiving Party by the Disclosing Party in connection with the Purpose, as documented in writing (e.g., via email or an attachment to this Agreement).

1.3 Introduced Contact Information means the identity, contact details, relationship context, needs, terms, pricing, or any other non-public information related to an Introduced Contact disclosed by the Disclosing Party.

1.4 Representatives means a Party’s officers, directors, employees, agents, advisors (including attorneys, accountants, and consultants), and affiliates who need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those herein.

1.5 Documentation of Introduced Contacts. Introduced Contacts shall be identified or confirmed in writing by the Disclosing Party (including via email or attachment) within a reasonable time following the introduction. The Receiving Party shall notify the Disclosing Party in writing within ten (10) days if it disputes that a particular contact constitutes an Introduced Contact. Failure to provide such notice shall constitute acknowledgment for purposes of this Agreement.

2. Obligations of Confidentiality and Non-Use

2.1 The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use it solely for the Purpose and not for any other purpose, including competitive advantage or personal gain; and (c) not disclose it to any third party except to its Representatives who have a legitimate need to know for the Purpose. Disclosure to Representatives shall not relieve the Receiving Party of its obligations under this Agreement.

2.2 The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

2.3 If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt prior notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order or other remedy, and shall disclose only the minimum information required.

2.4 No rights or licenses to trademarks, inventions, copyrights, patents, or other intellectual property are granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

2.5 Healthcare Data. Nothing in this Agreement requires either Party to disclose, transfer, or process Protected Health Information (PHI) as defined under HIPAA. Any PHI exchanged between the Parties in connection with the Purpose shall be governed by a separate Business Associate Agreement (BAA) and not by this Agreement. Confidential Information under this Agreement does not include PHI that is subject to a BAA between the Parties.

3. Intellectual Property

3.1 Ownership. Each Party retains all right, title, and interest in and to its own intellectual property, including any Confidential Information disclosed under this Agreement. Nothing in this Agreement transfers or assigns any intellectual property rights from one Party to the other.

3.2 Developed IP. Any intellectual property, inventions, processes, or works of authorship developed by a Party independently of the other Party’s Confidential Information remains the sole property of the developing Party. Any jointly developed intellectual property shall be subject to a separate written agreement between the Parties executed prior to such development.

3.3 No Reverse Engineering. The Receiving Party shall not reverse engineer, decompile, or attempt to derive the design, architecture, or source code of any technology or system disclosed by the Disclosing Party as Confidential Information.

4. Non-Circumvention

4.1 During the Term of this Agreement and for a period of two (2) years following the later of (i) the termination or expiration of this Agreement, or (ii) the date of the last disclosure of Introduced Contact Information by the Disclosing Party, the Receiving Party shall not, directly or indirectly, circumvent, avoid, bypass, or otherwise interfere with the Disclosing Party’s relationship with any Introduced Contact in a manner that would reasonably be expected to deprive the Disclosing Party of the economic benefit, role, or opportunity reasonably contemplated in connection with the Purpose. Prohibited circumvention includes, without limitation: (a) entering into any transaction or agreement with an Introduced Contact that arises out of or relates to the Purpose without the Disclosing Party’s participation or written consent; (b) using Introduced Contact Information to replicate, redirect, or appropriate an opportunity disclosed by the Disclosing Party; or (c) structuring any transaction or relationship with an Introduced Contact in a manner designed to exclude or materially reduce the Disclosing Party’s expected involvement or compensation.

4.2 The Receiving Party may communicate with an Introduced Contact as necessary for the Purpose, provided such communication does not constitute circumvention.

4.3 If the Receiving Party has a pre-existing, documented relationship with an Introduced Contact prior to the introduction, it shall promptly notify the Disclosing Party in writing, and Section 4.1 shall not apply to that contact.

5. Non-Solicitation

5.1 During the Term of this Agreement and for a period of one (1) year following its termination or expiration, neither Party shall, directly or indirectly, solicit, recruit, or hire any employee, contractor, or key personnel of the other Party who was introduced to or became known to the soliciting Party in connection with the Purpose, without the prior written consent of the other Party.

5.2 Nothing in this Section 5 shall prohibit general advertising or recruitment efforts not specifically targeted at the other Party’s personnel.

6. Term and Termination

6.1 This Agreement shall commence on the Effective Date and continue for a period of two (2) years, unless earlier terminated by mutual written agreement or upon thirty (30) days’ written notice by either Party.

6.2 Upon termination or at the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and certify such return or destruction in writing. The obligations relating to Confidential Information under this Agreement shall survive for three (3) years following termination or expiration of this Agreement, and indefinitely with respect to trade secrets for so long as such information remains protected under applicable law. The non-circumvention obligations set forth in Section 4 shall survive strictly in accordance with the time period specified therein.

7. Remedies

7.1 The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity, without the need to post bond.

7.2 In the event of a breach of this Agreement, the breaching Party shall be liable for actual damages, including lost profits, and reasonable attorneys’ fees and costs incurred by the non-breaching Party in enforcing this Agreement.

7.3 With respect to breaches of Section 4 (Non-Circumvention) only, the Parties acknowledge that damages may be difficult to quantify at the time of contracting. Accordingly, the Disclosing Party may elect to recover liquidated damages in an amount not to exceed Fifty Thousand Dollars ($50,000) per breached Introduced Contact relationship, as a reasonable estimate of damages, in lieu of (but not in addition to) actual damages for such breach. The Parties agree that such liquidated damages are not a penalty.

8. Miscellaneous

8.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Tennessee, without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved exclusively in the state or federal courts located in Hamilton County, Tennessee, and the Parties consent to personal jurisdiction therein.

8.2 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.

8.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the extent necessary to make it enforceable.

8.4 No Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

8.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement, without consent, to an affiliate controlling, controlled by, or under common control with such Party, or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.

8.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures (e.g., via DocuSign, Pandadoc, or other electronic signature platform) shall be binding.

8.7 No Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the Parties.

In witness whereof

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PCC has executed this Agreement in advance. This Agreement becomes fully executed and binding upon the Counterparty’s electronic signature above. Both Parties will receive a copy of the executed Agreement by email upon completion.