INDEPENDENT CONTRACTOR PHYSICIAN AGREEMENT

This Independent Contractor Physician Agreement (the "Agreement") is entered into on that date when you have submitted your signature electronically in the signature block to this Agreement and by so doing agree to be bound by the terms and conditions of this Agreement (the "Effective Date") and any permitted updates, by and between you, an independent contractor physician (the "Physician") and the applicable HealthTap Medical Group, P.C. for which you perform services hereunder: HealthTap Medical Group, P.C., a California professional corporation (California), HealthTap Medical Group, P.C., a Colorado professional corporation (Colorado), HealthTap Medical Group, P.C., a Massachusetts professional corporation (Massachusetts), HealthTap Medical Group, P.C., a Michigan professional corporation (Michigan), and HealthTap Medical Group, P.C., a New Jersey professional corporation (New Jersey), each with an address at 209 E. Java Dr #61987, Sunnyvale, CA 94088 (as updated from time to time on the www.healthtap.com website) (hereinafter, "HealthTap"). This Agreement shall apply to the Professional Corporation located in the state in which you perform professional services hereunder, or with HealthTap Medical Group, P.C., a California professional corporation where no state-specific Professional Corporation exists. HealthTap and the Physician may also be hereinafter referred to, individually, as a "Party" and collectively, as the "Parties."

WITNESSETH:

WHEREAS, HealthTap hereby wishes to retain the Physician as an independent contractor to render medical services on behalf of HealthTap in those state(s) where the Physician is duly licensed and in good standing to render medical services; and

WHEREAS, the Physician hereby wishes to render medical services on behalf of HealthTap as an independent contractor in accordance with the terms and conditions of this Agreement.

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

1. Physician Services.

The Physician shall perform, as needed, those medical services for which he/she is qualified and licensed in those specialties for which the Physician is engaged on a full or part-time basis (collectively, "Medical Services"), and shall provide medically appropriate patient care via video, audio, and/or text chat, and/or through any other means that HealthTap may adopt, from time to time, in accordance with acceptable medical practices and standards at all times. The Physician agrees to maintain the standards and professional ethics of the medical profession.

2. Representations, Warranties and Covenants of the Physician.

The Physician hereby represents, warrants and covenants, as of the Effective Date and during the term of this Agreement, that the Physician: (a) has the power and authority to enter into this Agreement; (b) maintains a valid, unlimited, and unrestricted license to practice medicine in those state(s) where he/she provides Medical Services on behalf of HealthTap; (c) maintains in good standing state and federal registrations to prescribe and dispense controlled substances; (d) is not in violation of any licensure or accreditation requirement applicable to the Physician under any law, federal or state program or agency rules; (e) is in good standing with applicable state medical board(s); (f) other than as disclosed, has not been convicted of any crime, including, without limitation, any felony, nor made an admission of guilt of, or plead nolo contendere with respect to, such conduct, which is a matter of record; (g) is board certified by the American Board of Medical Specialties; (h) will act in compliance with all applicable federal, state and local laws, ordinances, rules and regulations and the protocols of HealthTap; (i) will comply with all applicable continuing medical education requirements applicable to the Physician; (j) will abide by and perform Medical Services in accordance with this Agreement, in a diligent, competent manner, consistent with professional standards and in the best interest and welfare of the HealthTap and HealthTap's patients; (k) will comply at all times with applicable HealthTap guidelines and Terms of Use; and (l) will provide immediate written notice to HealthTap of any of the following: (i) the commencement or resolution of any investigation or proceeding by any licensing authority, or other governmental body or agency; (ii) any malpractice action which is commenced, adjudicated or settled; (iii) the termination, suspension, revocation or non-renewal of privileges, association, or employment at any hospital or health care facility; (iv) any change in status of their DEA or state medical licenses or their Board certification with the American Board of Medical Specialties; or (v) any conviction or plea of guilty or nolo contendere to a felony in a court of competent jurisdiction. The Provider's obligations under this Section 2 will survive any termination of this Agreement with respect to any event specified in this Section 2 if such event relates in any way to the Medical Services.

3. Relationship of the Parties.

The Physician and HealthTap are and shall at all times be solely independent contractors and parties under this Agreement. Neither Party is an employee, joint venturer, principal, agent, or partner of the other Party. Except as set forth in this Agreement, neither Party is authorized to assume or create any obligations or liabilities, express or implied, on behalf of or in the name of the other Party. The employees, agents, representatives, methods, facilities and equipment of a Party shall at all times be under the exclusive direction and control of that Party. The Physician may represent, perform services for, and be employed by such additional clients, persons or companies as the Physician deems appropriate for him/her, provided that such additional employment does not violate any term(s) of this Agreement.

4. Term of this Agreement.

1. This Agreement will become effective on the Effective Date and, unless sooner terminated as provided herein, will continue in effect until the first anniversary of the Effective Date. This Agreement shall renew automatically for additional one (1) year terms and from year to year.
2. Either Party may terminate this Agreement without cause by giving written notice at least thirty (30) calendar days prior to the effective date of such termination. In addition, this Agreement may be suspended pending investigation or terminated immediately by HealthTap for cause upon the occurrence of any one of the following:
   1. If the Physician's right to practice medicine is restricted, revoked, suspended or lapsed in any state or jurisdiction where he or she is providing Medical Services;
   2. If the Physician is terminated or suspended from Medicare, Medicaid or any state or federally funded program;
   3. If the Physician fails to maintain in good standing all necessary state and federal registrations to prescribe and dispense controlled substances;
   4. If the Physician fails to maintain his or her board certification(s) with the American Board of Medical Specialties;
   5. If the Physician is convicted or pleads nolo contendere to a felony or any other crime;
   6. If the Physician violates any of the protocols of HealthTap, after notice of breach by HealthTap and a failure of the Physician to cure, or fails to abide by applicable HealthTap guidelines or Terms of Use;
   7. If the Physician is found by HealthTap to have engaged in unprofessional conduct, in conduct that threatens the health and welfare of any patient, or in conduct that materially and adversely affects the licensure or accreditation status of HealthTap;
   8. If the Physician becomes ineligible for malpractice insurance coverage provided by HealthTap;
   9. If the Physician fails to comply with any term or condition of this Agreement, after notice of breach by HealthTap and a failure of the Physician to cure;
   10. If the Physician loses hospital privileges for cause;
   11. If HealthTap discovers that the Physician has furnished deceptive or fraudulent information in the Physician's application for credentialing or recredentialing, or fails to immediately report to HealthTap any information required to be reported under this Agreement; or
   12. If the Physician engages in any activities or behavior that damages the goodwill or business of HealthTap and/or HealthTap, Inc., including, without limitation, scheduling disruptions (such as unexcused absence from a time slot to which the Physician has previously committed or not providing sufficient notice within the then-current notice period established by HealthTap of being unable to work a single time slot to which the Physician has committed or of changing the Physician's ongoing shift schedule), lack of professionalism in consulting with patients, or complaints from patients, or care deemed to fall below the applicable standards of care or professionalism.
3. This Agreement may be amended by HealthTap, from time to time, upon at least ten (10) days prior written notice, given by mail or via e-mail or notification with in the HealthTap product, to the Physician, which amendment shall be effect according to the earlier (under applicable law) of the effective date set forth in the amendment's terms or after the expiration of such notice period. Each amendment to this Agreement shall be read in conjunction with this Agreement, and all other prior amendments, and shall not replace and/or render null and void any provision in this Agreement. Where an exhibit to this Agreement is updated, such updates shall take effect immediately unless otherwise prohibited by law, and Physician's continued provision of services under the terms of any applicable amendment shall be deemed the Physicians acceptance of any such amendment.
4. Nothing herein constitutes a guarantee that HealthTap will utilize Physician's services, and HealthTap may exercise its sole discretion when determining whether and to what extent the Physician's services will be used. By signing this Agreement, the Physician is aware that HealthTap has sole discretion whether to utilize Physician's services in one or all states in which the Physician is licensed.

5. Method of Performing Medical Services.

As and when HealthTap elects to utilize the Physician's services, the Physician is expected to work in good faith with HealthTap in order to mutually agree upon a schedule during which the Physician will be available to provide Medical Services as set forth in Section 1 hereof of this Agreement. HealthTap shall determine the means by which the Physician will be alerted to and informed of patients requiring Physician's Medical Services. When so alerted, the Physician will contact the patient promptly and will utilize the means of communication and documentation that HealthTap directs.

6. Duties of Physician.

1. The Physician certifies that he or she has read and is aware of all policies, procedures and protocols of HealthTap that HealthTap and its Quality Care Committee have adopted as of the Effective Date, which policies, procedures and protocols are incorporated herein, and made a part of this Agreement, and which Physician certifies have been made available to Physician. In addition, the Physician agrees to comply with, and abide by, all policies, procedures and protocols of HealthTap and its Quality Care Committee may adopt from time to time. HealthTap shall furnish the Physician with notice of any material modifications to such policies, procedures and protocols during the term of this Agreement, and shall respond to the Physician's inquiries related to such policies, procedures and protocols in a timely manner.
2. Notwithstanding anything to the contrary contained herein, the Physician: (i) shall be the sole individual to make any and all decisions pertaining to the practice of medicine; (ii) nothing in this Agreement shall impair the independent medical judgment of the Physician; and (iii) the Physician shall have final authority over all medical decisions.
3. The Physician shall render all Medical Services in a manner consistent with the highest professional standards and rules of conduct generally expected of a member of the medical profession. The Physician shall obtain and maintain his/her state licensing and board certification (if applicable).
4. The Physician agrees that that he or she will maintain in strict confidence any and all patient information he or she may have access to by complying with the Privacy Standards of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
5. The Physician agrees to review all instruction materials provided by HealthTap and agrees to complete and pass HealthTap's Physician's Course and any other required training or practice sessions to the satisfaction of HealthTap.
6. The Physician shall provide and use his or her own mobile smartphone or tablet, and/or computer, meeting at least the minimum technical requirements set by HealthTap, for the rendering of all Medical Services pursuant to this Agreement, and receiving communications and notifications (including push notifications and text messages) from HealthTap.
7. The Physician hereby authorizes HealthTap to complete any and all documentation necessary to complete and transmit any prescriptions electronically to any filling pharmacy that the Physician may prescribe from time to time in connection with the Medical Services.
8. The Physician will keep their CAQH profile up to date and maintain their attestations periodically as required to maintain credentials required for enrollment in health plans.

7. Compensation.

1. In consideration for the services to be performed by the Physician, HealthTap agrees to pay the Physician the sum as set forth or referenced in Exhibit B of this Agreement, attached hereto and made a part hereof, upon completion of the work performed. Completion of work occurs after the Physician successfully, fully, and accurately provides a consultation with a patient and documents the consultation (including completing all such consultations that commence within a shift during which the Physician is working). Physician acknowledges and agrees that, in the event that HealthTap is obligated to refund a HealthTap patient for Medical Services provided by the Physician via video, audio or text chat, HealthTap can offset and reduce Physician's subsequent compensation payable pursuant to or as referenced by Exhibit B in an amount equal to the patient refund provided by HealthTap. The Physician shall be paid in accordance with HealthTap's normal payment practices and payment guidelines. The foregoing compensation will constitute the entire compensation payable hereunder. Services commenced during a shift must be completed with reasonable care, and shall be compensated as consultations within that shift period, regardless of whether or not they are completed within that shift period.
2. The Physician shall not be entitled to any other compensation nor to benefits of any kind or reimbursement for any expenses incurred in connection with the performance of his obligations hereunder, including, without limitation, licensing/registration fees, health benefit expenses, disability insurance expenses, pension benefits expenses, life insurance premiums, membership fees and dues in professional societies and organizations, costs of medical books and journals, and expenses incurred in attending conventions, meetings and continuing education sessions.
3. HealthTap shall not withhold payroll, state, federal, social security, employment or any other taxes from any amounts paid to the Physician, and the Physician shall be solely responsible for payment of any such taxes. HealthTap shall report all amounts paid to the Physician hereunder that are required to be reported on a 1099-MISC form at the end of each calendar year. The Physician hereby accepts exclusive liability for the payment of all federal, state, and other taxes, including estimated taxes, all contributions for unemployment insurance or old age pensions or annuities, and all social security payments that are measured by payments to the Physician for the performance of the Medical Services.
4. The Physician expressly and irrevocably transfers, assigns, or otherwise conveys to HealthTap any and all rights, privileges, or other basis Physician has or may not have to collect or account for fees, whether in cash, goods or other items of value resulting from or incident to the Physician's performance of services under this Agreement. The Physician hereby agrees to execute such additional documentation as may be necessary, in the opinion of HealthTap or its counsel, to effectuate or evidence such assignment. The Physician acknowledges that HealthTap or its agent will submit any bills for services furnished pursuant to this Agreement in HealthTap's Name, and that Physician is hereby precluded from billing any third-party payer for Physician's professional services hereunder. The Physician expressly waives any right to seek payment from any person or entity other than HealthTap, including, without limitation, patients to whom services are provided under this Agreement, in connection with the Medical Services rendered by the Physician hereunder. In the event this Agreement terminates for any reason, HealthTap shall continue to have the right to bill for, collect and retain any and all patient care revenues for the Medical Services rendered by Physician prior to such termination. Without limiting any other provision contained herein, the provisions of this Section shall survive any termination or expiration of this Agreement.

8. Patient Records.

All records of all patients treated through HealthTap by the Physician during the term of this Agreement shall belong to and remain the property of the Physician, with a copy of such record being retained by HealthTap for archival purposes. "Patient Records" includes but is not limited to all reports, diagnostic images, interpretation of such images, case records, charge medical data and medical records, chat transcripts, files or data submitted in connection with consults, patient lists, electronic medical records, case histories, personal files, lab data, EKGs, EEGs, consul notes, admission notes, discharge summaries, office notes, nursing notes, PT or OT or RT notes, regular files and other documents pertinent to the care of patient or copies thereof, even if not used in an actual consultation with any patient.

9. Confidentiality and Non-Solicitation.

1. For purposes of this Agreement, the "Disclosing Party" shall refer to HealthTap and HealthTap, Inc., inclusively, and the "Receiving Party" shall refer to the Physician.
2. For purposes of this Agreement, Confidential Information shall include information (i) that is not known by actual or potential competitors of the Disclosing Party or is generally unavailable to the public, (ii) that has been created, discovered, developed or otherwise become known to the Disclosing Party or in which property rights have been assigned or otherwise conveyed to the Disclosing Party, and (iii) that has material economic value or potential material economic value to the Disclosing Party's present or future business. Confidential Information shall include trade secrets which include all discoveries, confidential technology, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research, technical data (whether or not patentable or registerable under patent, copyright or similar statues and including all rights to obtain, register, perfect and enforce those proprietary interests), patent lists or trade secrets, customer and supplier lists, price list, business plans, and any modifications or enhancements of any of the foregoing, and all program, marketing, sales, or other financial or business information disclosed to the Receiving Party by the Disclosing Party, either directly or indirectly, in writing or orally or by drawings or observation, which has actual or potential economic value to the Disclosing Party. Confidential Information shall also include without limitation, business plans, analyses, forecasts, studies, summaries, marketing plans, financial data, business statistics concerning finance, business, property, contracts, methods, transactions, affairs, concepts, ideas, services, products, images, graphics, text, audio, video, software and other data, knowledge, content or information in written, oral, visual and /or physical/ sample form. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes a part of the public domain through no act or omission on the part of the Receiving Party; (b) is disclosed to third parties by the Disclosing Party without restriction on such third parties; (c) is in the Receiving Party's possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement; (d) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto; (e) is independently developed by the Receiving Party without reference to the Disclosing Party's trade secrets or confidential information; or (f) is released from confidential treatment by written consent of the Disclosing Party. Notwithstanding the foregoing, portions of Confidential Information may be disclosed pursuant to the request of a governmental agency or third party if such disclosure is required by operation of law, regulation or court order, provided the Receiving Party gives the Disclosing Party prior written notice of such proposed disclosure sufficient to enable the Disclosing Party to obtain an appropriate protective order, if it so desires.
3. The Receiving Party shall hold and maintain the Confidential Information in the strictest confidence and in trust for the sole and exclusive benefit of the Disclosing Party. Moreover, the Receiving Party shall not, without the prior written approval of the Disclosing Party, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.
4. The Receiving Party shall return to the Disclosing Party any and all records, notes and other written, printed or tangible materials pertaining to the Confidential Information immediately on the written request of the Disclosing Party.
5. The Disclosing Party makes no representations or warranties, express or implied, with respect to any of its Confidential Information. The Disclosing Party will not be liable for any damages arising out of use of the Confidential Information. Disclosure of business plan is for planning purposes only, and the Disclosing Party may change or cancel its plans at any time. Therefore, the use of such Confidential Information is at the Receiving Party's own risk. Also, nothing in this Agreement will be construed as granting or conferring any rights by license or otherwise in either Party's Confidential Information, except for the use of such Confidential Information as expressly provided in this Agreement.
6. During the duration of this Agreement and upon termination of this Agreement, Receiving Party agrees that, for a period of one year from the date of termination, the Receiving Party will not, directly or indirectly, without the express written consent of the other Party, solicit or assist in soliciting any employees, contractors, and/or agents of Disclosing Party to leave the service of Disclosing Party or solicit or assist in soliciting any existing client or customer of Disclosing Party for the purpose of providing services that are in competition with those of the Disclosing Party or services that will assist the activities of Receiving Party. These covenants contained in this section of the Agreement entitled "Confidentiality and Non- Solicitation" shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action either Party has or may have against the other Party, whether predicated on this Agreement or otherwise, shall not constitute any defense to enforcement of these covenants. The Receiving Party agrees that Disclosing Party's remedies at law are inadequate and agrees to the entry of an injunction against Receiving Party enforcing the terms of these restrictive covenants in the event of breach by Receiving Party. The Parties acknowledge and agree that these restrictions are fair and reasonable, both as to time and scope of goodwill, employees, contractors, agents, customers, confidential and proprietary information and trade secrets, and other business interests of Disclosing Party and are ancillary to and a part of an otherwise enforceable agreement at the time this Agreement is made. The Parties acknowledge that the foregoing provisions are designed to prevent unfair trade practices and are, therefore, not rendered void by any statute, case, or provision of California law.

10. Indemnification.

1. The Physician agrees to indemnify, defend, and hold harmless HealthTap and HealthTap, Inc., and their respective officers, directors, employees, agents, representatives, contractors, shareholders, successors and assigns, from and against any and all liability, loss, claim, damage, expense, tax, or penalty, including defense costs and legal fees, incurred in connection with (i) the Physician's breach of any representation and warranty made by the Physician in this Agreement, (ii) claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, medical malpractice or property damage arising from the Physician's delivery of Medical Services pursuant to this Agreement or the Physician's performance or failure to perform the Physician's obligations hereunder; (iii) any error, omission or malfeasance of the Physician; (iv) any determination by a court or agency that the Physician is not an independent contractor; (v) any breach by the Physician of any of the covenants contained in this Agreement; and (vi) any efforts by HealthTap to enforce its rights under Section 10 of this Agreement.
2. The Physician agrees to designate HealthTap to purchase on his or her behalf, and HealthTap shall purchase and continuously maintain during the term of this Agreement, malpractice insurance with a minimum annual coverage of one million dollars per incident and three million dollars in aggregate, to cover any negligent acts or acts of malpractice committed by the Physician during the performance of any duties under this Agreement ("Insurance"). In the event of a claim that is covered by the Insurance related to services provided under this Agreement or on or through a HealthTap, Inc. platform (including but not limited to the HealthTap, Inc. website and mobile apps), Physician agrees to comply with the terms required by such insurance for Physician to receive the benefit of coverage and to: (i) cooperate with the investigation, settlement of defense of any claim(s); (ii) immediately send HealthTap copies of any demands, notices, summons or legal papers received in connection with a claim; (iii) notify any other insurer whose coverage is available; (iv) cooperate with the insurer with respect to coordinating other insurance available to the Physician; (v) provide the insurer with written authorization to (a) obtain records and other information related to the clam, and (b) conduct and control the defense of the Physician in such claim.

11. Limitation of Liability.

In no event shall HealthTap or HealthTap, Inc. (or any of their officers, directors, employees, contractors, insured, agents, or other representatives or affiliates) ("Limited Liability Parties") be liable to Physician or to any other party under this Agreement for indirect, incidental, special or consequential damages, or damages for lost profits, lost income, or lost business, however caused, under any theory of liability whether based in contract, tort (including negligence) or other theory, regardless of whether Limited Liability Parties were advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall Limited Liability Parties limited liability arising out of or in connection with this Agreement exceed the amounts paid by HealthTap to Physician under this agreement for the services or deliverables giving rise to such liability. THE AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID TO PHYSICIAN PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. IN ANY JURISDICTION IN WHICH LIABILITY LIMITATIONS ARE NOT PERMITTED, EACH PARTY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Arbitration and Equitable Relief.

1. In consideration of Physician's consulting relationship with HealthTap, its promise to arbitrate all disputes related to Physician's consulting relationship with HealthTap and Physician's receipt of compensation from HealthTap, at present and in the future, Physician agrees that any and all controversies, claims, or disputes with anyone (including Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise), whether brought on an individual, group, or class basis, arising out of, relating to, or resulting from Physician's consulting relationship with HealthTap or the termination of Physician's consulting relationship with the HealthTap, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the "ACT") and pursuant to California law. The Federal Arbitration Act shall continue to apply with full force and effect notwithstanding the application of the procedural rules set forth in the Act. Disputes which Physician agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, including any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, state fair employment acts, family medical leave acts, state labor codes, claims of harassment, discrimination and wrongful termination and any statutory or common law claims. Physician further understands that this Agreement to arbitrate also applies to any disputes that the HealthTap may have with Physician.
2. Physician and HealthTap agree that each Party may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate or join either Party's claim with another person's or Party's claims, and may not otherwise preside over any form of consolidated, representative or class proceeding. The arbitrator may only award relief (including monetary, injunctive, and declaratory relief) in favor of the individual Party seeking relief and only to the extent necessary to provide relief necessitated by that Party's individual claims and any relief awarded cannot affect other Physicians.
3. Before filing an arbitration claim, the Parties agree to make good faith efforts to resolve any disputes between them over a period of at least 30 days. Physician agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. ("JAMS") pursuant to its Employment Arbitration Rules & Procedures (the "JAMS Rules") before a single arbitrator. Physician agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Physician agrees that the arbitrator shall issue a written decision on the merits. Physician also agrees that the arbitrator shall have the power to award any remedies available under applicable law. Physician also agrees that the arbitrator shall have the power to award any remedies available under applicable law. Physician agrees that the decree or award rendered by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction thereof. Physician agrees that the arbitrator shall administer and conduct any arbitration in accordance with California Law, including the California Code of Civil Procedure, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. Physician further agrees that any arbitration under this agreement shall be conducted in Santa Clara County, California.
4. Except as provided by the Act and this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Physician and the Company. Accordingly, except as provided for by the Act and this agreement, neither Physician nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.
5. In accordance with Rule 1281.8 of the California Code of Civil Procedure, the Parties agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of any agreement regarding intellectual property, confidential information or noninterference. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees.
6. Physician understands that except as permitted by law this Agreement does not prohibit Physician from pursuing certain administrative claims with local, state or federal administrative bodies or agencies. This agreement does, however, preclude Physician from bringing any alleged wage claims with the Department of Labor Standards Enforcement. Likewise, this Agreement does preclude Physician from pursuing court action regarding any administrative claims, except as permitted by law.
7. Physician acknowledges and agrees that he/she is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Physician further acknowledges and agrees that he/she has carefully read this Agreement and that Physician has asked any questions needed for Physician to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Physician is waiving his/her right to a jury trial. Finally, Physician agrees that he/she has been provided an opportunity to seek the advice of an attorney of Physician's choice before signing this Agreement.

13. General Provisions.

1. Any notices to be given hereunder by either Party to the other may be effected either by personal delivery, by mail, or by electronic mail. If either Physician or HealthTap wishes to alter, amend, and/or terminate this Agreement, then any and all notices sent by mail shall be sent via certified mail, return receipt requested.
2. This Agreement supersedes any and all agreements, either oral or in writing, between the Parties hereto with respect to the rendering of Medical Services by the Physician for HealthTap, and contains, along with all of the HealthTap protocols, policies and guidelines incorporated herein by reference and made a part hereof, all of the covenants and agreements between the Parties with respect to the rendering of such services in any manner whatsoever.
3. This Agreement may only be modified by a written instrument duly executed by both parties, or by otherwise set forth herein.
4. This Agreement and each Party's obligations hereunder shall be binding on the representatives, assigns and successors of such Party and shall inure to the benefit of the assigns and successors of the other Party.
5. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
6. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of principles of conflicts of law. The Parties agree that all disputes shall be litigated in the state and federal courts of Santa Clara County, California. The Parties hereby consent to jurisdiction in the aforementioned courts. This provision shall survive termination of this Agreement.
7. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and both of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission, including electronic signature, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

EXHIBIT A

Description of Medical Services

Remote telemedicine and telehealth virtual medical consultations, by video, audio, or text.

EXHIBIT B

Compensation

Compensation for services provided on or via the HealthTap, Inc. platform (including the HealthTap website and apps and related platforms), which may be updated from time-to-time, is available to qualified applicants upon request by contacting [email protected]