During the Term (defined below), Consultant shall provide Company with the following services: General Consulting Services as described in Exhibit A.

Notwithstanding the foregoing, Consultant retains the right to refuse to provide any of the Services or any part of the Services requested by Company in Consultant’s sole discretion without terminating this Agreement. Company shall cooperate as may be reasonably necessary to assist Consultant’s provision of the Services, including, without limitation, execution of documents upon Consultant’s reasonable request.

Fees for Services shall be as set forth in the respective Exhibits and subject to the billing guidelines (including, but not limited to, descriptions of itemized expense reimbursements) set forth in Exhibit CA(“Billing Guidelines”). At Consultant’s sole discretion and from time to time, Consultant may amend the Billing Guidelines, effective immediately upon notice to Company Unless otherwise expressly provided in this Agreement, Company shall be responsible for all fees and expenses incurred in connection with the Services. Simultaneous with the execution of this Agreement, Company shall provide Consultant with Company’s credit card account information in writing, and by signing below, Company authorizes Consultant to charge such credit card account for all Services and to retain such credit card account information for any ongoing or recurring payments for Services. Company agrees that this authorization will remain in effect until the earlier of (i) the termination or expiration of the Term (defined below) or (ii) written notice given by Company to Consultant specifically revoking such authorization. Company shall immediately notify Consultant in writing of any changes to its credit card account information. Company certifies that it is an authorized user of each credit card account it provides and warrants to Consultant that Consultant may use each such credit card account pursuant to this Agreement.

To the extent permitted by applicable law, a three percent (3%) convenience fee shall be applied to each credit card transaction. Should the credit card account on file be declined, cancelled, or expired, Company (without limitation as to Consultant’s rights or remedies under this Agreement) will pay Consultant the amount due (as indicated by invoice to Company) within seven (7) days of the date the invoice is received and request for updated credit card or payment source. Company, from time to time as requested by Consultant, shall provide Consultant with an Internal Revenue Service Form 1099-MISC (or applicable form). Each party shall be solely responsible for its own federal, state, and local tax liability, if any.

This Agreement shall commence as of the Effective Date and shall continue thereafter for an initial term of twelve (12) months unless sooner terminated pursuant to this Section. After the end of the initial term, this Agreement will be automatically renewed for successive oneyear periods (the initial term, together with any renewal period, “Term”). Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party pursuant to Section 9. The rights and obligations of the parties set forth in Sections 3, 4, 5, 6, 7, 10, 12, and 13, any and 2 all payments and reimbursements due to Consultant or which may become due to Consultant, and any right or obligation of any party in this Agreement which, by its nature, should reasonably survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Except as required under applicable law (or permitted and not subject to waiver by Company), Company agrees not to disclose or copy the terms of this Agreement or any other arrangement between Consultant and Company, including, without limitation, any terms of payment or fee agreement. For avoidance of doubt, Company may disclose the terms of this Agreement to its tax and professional advisors.

Consultant may use any Intellectual Property (defined below) in Consultant’s possession in connection with providing the Services, which use shall not affect the ownership of the Intellectual Property. If Consultant creates any Intellectual Property in connection with providing the Services, such Intellectual Property shall be the exclusive property of Consultant. “Intellectual Property” includes, without limitation, all writings, technology, inventions, discoveries, processes, techniques, methods, templates, forms, formulas, designs, composition of matter, ideas, concepts, notions, improvements, innovations, research, proposals, and materials, and all other work product of any nature whatsoever, whether or not patentable, copyrightable, or entitled to trademark protection.

It is understood and acknowledged that the Services that Consultant shall provide to Company hereunder will be in the capacity of an independent contractor and not as an employee or agent of Company. Consultant shall control the conditions, time, details, and means by which Consultant performs the Services. Consultant shall have no authority to commit, act for or on behalf of Company, or to bind Company to any obligation or liability, including, without limitation, extending offers of employment to any candidate, or making any promises with respect to timing, amount of compensation, job duration, or conditions for termination of employment. Services rendered by Consultant shall be on a nonexclusive basis. Company acknowledges that Consultant may contract with other companies and individuals and provide similar or the same services to multiple clients during Company’s engagement with Consultant. Company may request that Consultant arrange for the services of other individuals or companies on Company’s behalf; Company shall be responsible for all costs incurred as a result, and Consultant makes no warranties or representations regarding the performance or services offered by any other individuals or companies.

Consultant has no responsibility under this Agreement other than to perform the Services in good-faith, and Consultant will not be responsible for any consequences whatsoever that result from any action of Company in following or declining to follow any advice or recommendation of Consultant, it being acknowledged that all decision-making regarding Company, including, without limitation, whether or not to follow any advice or recommendation by Consultant or hire any potential employment candidate, is solely the responsibility of Company. To the fullest extent allowed under applicable law, Consultant will not be liable to Company except by reason of acts constituting willful malfeasance or reckless disregard of Consultant’s duties. The parties recognize and agree that the effectiveness of the Services and the success of any actions undertaken by Consultant in connection with the Services are not guaranteed or warranted by Consultant in any respect whatsoever. Except as expressly provided in this Section 7, Consultant’s services are being provided on an “as is” and “with all faults” basis. This Agreement benefits solely the parties and their respective successors and permitted assigns and (except as to the following indemnified parties who are entitled to enforce such indemnification) nothing in this Agreement, express or implied, confers on any third-party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Company agrees (to the fullest extent allowed under applicable law) to fully indemnify, waive, release, discharge, hold harmless, and defend Consultant, its officers, employees, members, managers, representatives, agents, successors and assigns from any and all losses, damages, liabilities, deficiencies, 3 claims, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) the Services; (ii) this Agreement (except breach by Consultant); any misrepresentation of fact or omissions by Company; or (iv) breach of this Agreement by Company.

Each party represents to the other that (as applicable) it is an equal opportunity employer and complies with all federal, state, and local employment and antidiscrimination laws and considers applicants for employment without regard to race, color, creed, national origin or ancestry, citizenship status, religion, sex, sexual orientation, age, marital status, or physical or mental disability, or any other basis protected by law and provides reasonable accommodation to individuals with disabilities in accordance with applicable laws.

All notices under this Agreement must be in writing and addressed to the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed in writing, all notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or by electronic mail as specified below, and are effective only (a) on receipt by the receiving party or (b) when confirmed as sent by the delivering party if by electronic means with a copy given by overnight mail.

This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any inconsistency between the terms of this Agreement and its Exhibits, the terms of this Agreement shall prevail. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. In addition to all rights and remedies available to Consultant under applicable law upon a breach of this Agreement by Company, Consultant shall also be entitled to reimbursement from Company for Consultant’s reasonable attorney’s fees incurred to enforce this Agreement.

Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Consultant (which consent shall not be 4 unreasonably withheld). This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any other jurisdiction than the State of Michigan. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than Ottawa County, Michigan or the United States District Court for the Western District of Michigan. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consultant shall not be liable or responsible to Company, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Consultant’s reasonable control, including, without limitation, (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) government order or law; (d) pandemic, public health emergency, or national or regional emergency (including a continuation or recurrence of COVID-19, any mutations of COVID-19 or similar virus); and (e) strikes, labor stoppages or slowdowns, or other industrial disturbances.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Fee (Flat; Per Location). The Practice Valuation fee is Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) per location, due in full prior to commencement of valuation work.

Multiple Locations. If Company requests valuations for more than one location, the fees above apply separately to each location, plus any applicable additional provider fees for that location.

Additional Provider Fee. The $3,500.00 fee includes the valuation for one (1) requesting owner/provider for the selected location. If the valuation is requested to include or consider additional providers (including any associate(s) and/or partner(s) in addition to the requesting owner), Company shall pay an additional Five Hundred and 00/100 Dollars ($500.00) per additional associate or partner. All such additional provider fees are due prior to commencement of valuation work (or, if identified after work begins, due immediately upon invoice and before Consultant delivers the final valuation deliverable).

Company/Owner Responsibility for Data. Company acknowledges and agrees it is the sole responsibility of the requesting owner (or an authorized Company representative designated in writing) to timely provide complete, accurate, and current information and documentation reasonably requested by Consultant for purposes of performing the Practice Valuation. Such information includes, without limitation, business performance data, financial statements, tax returns, and annual filings (and any other supporting schedules and documentation reasonably requested by Consultant). Consultant shall have no responsibility to obtain such information directly from Company’s accountant, bookkeeper, payroll provider, software vendor(s), or any third party unless Consultant expressly agrees to do so in writing, and Company remains responsible for the completeness and accuracy of all information provided.

Examples of Required Data. Without limiting the foregoing, Company shall provide information reasonably requested by Consultant, which may include: (a) federal, state, and local business tax returns (typically the most recent 3 years) and related schedules; (b) year-end financial statements, profit and loss statements, and balance sheets; (c) annual filings and any ownership/entity documentation reasonably requested; (d) production/collection reports and practice performance reports (by provider and/or location, as applicable); (e) payroll summaries, benefits costs, and contractor/associate compensation arrangements; (f) lease(s), major equipment lists/notes, debt schedules, and other material contracts; and (g) any other documents reasonably requested to support assumptions used in the valuation.

Reliance; No Verification. Company acknowledges Consultant will rely on information provided by Company and/or its advisors, vendors, or third parties and that Consultant does not audit, verify, or independently confirm the accuracy or completeness of such information. The valuation may be materially affected by incomplete, inaccurate, or untimely information provided by Company.

Consultant anticipates performing the Practice Valuation remotely. If Consultant determines in its reasonable discretion that the valuation cannot be completed remotely, or if Company requests onsite services, Company agrees that Consultant may perform services onsite and Company shall reimburse Consultant for all travel time and travel-related expenses in accordance with the Billing Guidelines (Exhibit B), including mileage, airfare, lodging, meals, and travel time charges, as applicable. Travel expenses are in addition to the Practice Valuation fee and are nonrefundable to the fullest extent permitted by law.

Delays; Suspension. Any timeline estimates are contingent on Company’s timely cooperation and delivery of requested information. Consultant may pause work (and adjust timelines accordingly) if requested information is not provided promptly. If Company fails to provide requested information within a reasonable time after written request(s), Consultant may, at its option, (i) deliver the valuation based on the information available, (ii) suspend performance until Company cures, or (iii) terminate the Practice Valuation engagement. All fees paid and fees incurred are nonrefundable to the fullest extent permitted by law.

Company shall not provide Consultant with patient-identifying information or protected health information (“PHI”). Any reports or data provided to Consultant must be de-identified. Company is solely responsible for compliance with all privacy and security laws applicable to its business, including HIPAA, and Consultant is not acting as a Business Associate.

The Practice Valuation deliverable is for Company’s internal planning purposes only and may not be furnished to or relied upon by any third party (including prospective buyers, lenders, investors, brokers, partners, associates, or advisors) without Consultant’s prior written consent.

Consultant does not provide legal, tax, or accounting advice. Company should consult its own licensed professionals regarding legal, tax, accounting, or regulatory matters.

Any request that materially expands scope (including additional locations, additional provider analyses, additional meetings beyond the included review meeting, expedited turnaround, or additional revision cycles) will require a written scope confirmation and may be billed at $325/hour (or your stated hourly rate) in addition to the flat fee, plus reimbursable expenses per Exhibit B.

After the Initial Assessment (defined as a maximum of two (2) days and no longer than sixteen (16 hours per location). Upon completion of the Initial Retainer Period, the retainer will automatically renew for an additional six consulting days defined as eight (8) hours per day.

Consultant shall provide General Consulting Services on an hourly fee basis at a rate of Three Hundred Twenty-Five and 00/100 Dollars ($325.00) per hour (“General Consulting Fees”).

Consultant may, at its sole discretion, increase the hourly rate of General Consulting Fees. Any such increases will take effect immediately upon written notice to Company.

Company shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with providing General Consulting Services in accordance with the Billing Guidelines. Such costs include, but are not limited to, transportation, accommodations, and meals. All reimbursed amounts are nonrefundable.

Company authorizes Consultant to charge the General Consulting Fees and any reimbursements to the credit card on file with Consultant. Consultant will submit process a receipt for General Consulting Services offered, and an itemized statement of expenses limited to hours of consulting services, accommodations, meal and transportation costs, if applicable, within 7 days after the General Consulting Services are performed or as soon thereafter as reasonably practical to Consultant. Should payment on file expire, be changed or denied, Company agrees to inform Consultant within 7 business days. All General Consulting Fees, retainer payments, and reimbursements are nonrefundable.

Billing Guidelines

 Billable hours, half days, or full days will begin and end when Consultant is spending undivided time directly working on behalf of Company, whether on-site at Company’s office, at Consultant’s office, in the field (if applicable), or on the telephone.  Hours billed will be rounded to the nearest quarter-hour, at a half-day minimum.  Half days last four working hours.  Full days last eight working hours, plus one hour for break.

For remote Software Conversion Support and Setup performed offsite, billing will be in quarter-hour increments with no half-day minimum, unless otherwise agreed for onsite work.

 Company will be charged a full day for cancellations made with less than two weeks’ notice.

 Drive time to and from Company or any work site less than thirty (30) miles from Consultant’s office will not be billable for either time or miles.  Commute or business travel equal to or more than thirty (30) miles per day will be charged at the Internal Revenue Service standard mileage rate in effect at the time of the commute or travel, beginning with the first mile, and Seventy-Five and 00/100 Dollars ($75.00) per hour.  Consultant will utilize its own vehicle, fuel, and insurance for local work. Consultant will hold Company harmless for any traffic violations and mechanical or collision incidents.  If Consultant spends two or more consecutive days at a location that is fifty (50) or more miles from Consultant’s office, Company will reimburse Consultant for the cost of any hotel(s), not to exceed Five Hundred Fifty and 00/100 Dollars ($550.00) per night, and meal(s), not to exceed One Hundred and 00/100 Dollars ($100.00) per day.  Company will reimburse Consultant for the cost of any flight(s), vehicle rental(s), and other expenses for travel to a location that would be a four (4) hour or more drive from Consultant’s office.

 Receipts (if any) for Consultant’s reimbursable expenses shall be made available to Company upon reasonable request within fifteen (15) days after the date of the invoice describing the expenses.