EX-10.18 2 dkdcu-20221231xex10d18.htm EXHIBIT 10.18
Exhibit 10.18

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 3. Payment erms: T Monthly, according to Accepted data set fulfillments and according to pricing in Section 2, Queries & Fees. 4. A ditional erms d Order Form T Total Price $341,467.00 1. Data License Agreement: This Order m e s d s t h n For (“Order Form”) s d y i governe b th term an condition se fort i the Data License Agreement in Exhibit A, (the “ ”) Agreement . e s f e Th term o th Agreement are y inco po ated hereb r r b f Capitalize terms use bu no define herei hav th meaning given to y re erence herein. d d in this Order Form, t t d n, e e s them i th n e Agreement. 2. Queries & Fees: OneMedNet will perform the following Queries for Customer and provide Customer the applicable Data for each line item Query: Expiration Date 9/30/2021 Date 9/16/2021 Bill To Account Name Customer ("Customer") Line Item Description iRWD Data Requirements Quantity Unit Price Extended Price CT Pulmonary Angiography - Any Finding is Acceptable Any type of CTPA with any finding is acceptable. 200.00 $71.00 $14,200.00 CT Pulmonary Angiography - Positive Only Positive PE findings based on radiology report. POSITIVE ONLY 250.00 $89.00 $22,250.00 Liver AI (CT) Multi-Phase study (pre-contrast, arterial, portal venous, delayed) 900.00 $114.00 $102,600.00 CTA Brain + LVO Positive LVO cases; M2, ACA; 150.00 $109.00 $16,350.00 Angio/Fluoro Cardiac 2D cardiac xray from Pheno / Icono systems. 100.00 $68.00 $6,800.00 Coronary CTA Studies no older than four (4) years. 500.00 $94.00 $47,000.00 Liver CT, tumor ablations Tumor ablations before and after therapy, with report. Case includes 2 studies, pre-op and post-op. 75.00 $250.00 $18,750.00 Discount Discount for difference in price paid for samples. 1.00 ($383.00) ($383.00) Chest CT - Lung (cancer) Chest CT (ideally low dose screening CT) with a corresponding biopsy confirming malignancy. Ideally the biopsy would contain genetic (and molecular) profiling of the tumor confirming type (e.g. adenocarcinoma, NSCLC, SCLC, Mets, …) 600.00 $109.00 $65,400.00 Single-energy CT Cervical Spine Positive for cervical fractures. 100.00 $109.00 $10,900.00 Routine 2D Echocardiography studies Data from non-Siemens cardiovascular systems 400.00 $94.00 $37,600.00 REDACTED COPY Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private and confidential. [Omitted] [Omitted]

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 <End of Order Form> Date: _________________________ Director Procurement _ _____________ Date: _________________________ PO #: _________________________ Finance Manager _ _____________ The Parties hereby accept and agree to be bound by the terms and conditions in this Order Form and the Agreement and represent that such acceptance is made by an authorized representative of such Party. OneMedNet Corporation ______________________________ Name: Mike LaChance Title: President & COO Date: _________________________ Customer Permitted Affiliates Siemens Medical Solutions USA, Inc. and its Affiliates as defined in section 1.1 of the Data License Agreement 1. 2. 3. 4. 5. 6. 7. 8. Acceptance. The Order is deemed Accepted two (2) weeks following the final delivery unless the Customer notifies OneMedNet in writing of any issues with the data sets. Order Form Effective Date. The Order Form Effective Date means the date of Customer’s execution of this Order Form with OneMedNet. Customer Obligations. Customer acknowledges and agrees that the Queries performed and Data licensed pursuant to this shall be subject to the terms and conditions of the Agreement. Order Form Order of Precedence. In e t f y t n e s d s f s th even o an conflic betwee th term an condition o thi Order m For and th e s d s t n e s d s t h n r m term an condition se forth i the Agreement, th term an condition se fort i this Orde For shall tak precedence. e Entire Agreement. The Parties acknowledge and agree that the terms and conditions of this Order Form shall control the rights and obligations of the Parties notwithstanding the terms of any purchase orders issued by Customer with respect to the subject matter hereof and any terms and conditions of any such purchase orders shall be void and have no effect. Counterparts. The y e s Parties ma execut thi Order m For in e s d h l r multipl counterpart an wit manua o electronic signatures whic shal bin th Partie t th sam degre a handwritte signature o singl , h l d e s o e e e s n s n a e document. Exhibits. Exhibit A: Data License Agreement Permitted Affiliates. The following entities, if any, shall be deemed Permitted Affiliates for purposes of the Agreement: [Legal Entity Names of each Customer affiliate to have access to the Data] Sep 21, 2021 Sep 21, 2021 [Omitted] [Omitted] [Omitted] [Omitted] [Omitted] [Omitted] [Omitted]

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 Exhibit A DATA LICENSE AGREEMENT Terms and Conditions of Sale THIS Data License Agreement by and between OneMedNet and Customer is made and entered into effective as of the Effective Date Customer OneMedNet Agreement . and may be referred to in this each individually as a “ ,” or Party collectively as the “ .” Parties For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows: 1. Definitions 1.1 “ ” means an entity that is in control of, controlled by or under common control with Customer. Affiliate For the purposes of this Section 1.1, “control” and “controlled” mean the direct or indirect ability (a) to vote more than fifty percent (50.0%) of the outstanding voting interests, or (b) to direct or cause the direction of general management decisions, including, without limitation, through a management agreement. If an entity that is expressly named as a Permitted Affiliate in an Order Form ceases to be in control of, controlled by or under common control with Customer, then such entity shall no longer be deemed a Permitted Affiliate for the purposes of this Agreement. 1.2 “ ” means this Data License Agreement. Agreement 1.3 “ ” means any individual employee or contractor of Customer or a Permitted Affiliate Authorized User that is authorized by Customer or the Permitted Affiliate to access or use the Data, subject to the terms of this Agreement. 1.4 “ ” means any and all information or data which is disclosed or otherwise Confidential Information made available by the Disclosing Party to the Receiving Party in any tangible or oral form, including, but not limited to, development and/or financial plans, ideas, concepts, drawings, designs, discoveries, improvements, specifications, formulas, trade secrets, prototypes, processes, notes, memoranda and reports concerning OneMedNet’s past, present or future research, technology, know-how, computer programs, products, sales and marketing plans, financial statements and business plans, product plans and/or costs, deliverables, and any other information, oral or written, that is designated as confidential or proprietary or should reasonably be considered confidential or proprietary. Confidential Information shall also include the terms of any Order Form(s). For the avoidance of doubt, the Data, OneMedNet IP, and the identity of and OneMedNet’s relationship with its Data Licensors (including without limitation, the types of data that OneMedNet sources from its Data Licensors and the terms and conditions of OneMedNet’s agreements with its Data Licensors) shall automatically be deemed OneMedNet’s Confidential Information. 1.5 “ ” means entity specified as the “Customer” in the Order Form that is agreeing to this Customer Agreement. 1.6 “ ” means derivative works based on the Data, which are created by Customer for: Customer Products (a) Customer’s internal use; or (b) as included in an aggregated form within a Customer product or service for sale, license or other commercial distribution to third parties. 1.7 “ ” means OneMedNet Data Data de-identified data and images in which has been granted rights by its Licensors Data Supply Agreements OneMedNet Data pursuant to the entered into by and each of its Licensors OneMedNet Customer Agreement and provided by to in accordance with the terms of this . 1.8 “ ” means the date of Customer’s acceptance of this Agreement by signing an Order Effective Date Form with OneMedNet.

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 1.9 “Intellectual Property Rights” means all of the following legal rights, title, or interest in or arising under the of the United States, any state, any other country or international treaty regime, whether or Laws not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired, including all renewals thereof: (a) patents, patent applications and patent rights, including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation or continuation-in-part applications, and equivalent or similar rights anywhere in the world in inventions and discoveries; (b) rights associated with works of authorship and literary property rights, including, but not limited to, copyrights, copyright applications and copyright registrations, and moral rights; (c) rights relating to know-how or trade secrets, including but not limited to ideas, concepts, methods, techniques, inventions and other works, whether or not developed or reduced to practice, rights in industrial property, , vendor and prospect customer lists, and all associated information or databases, and other confidential or proprietary information; (d) industrial designs, industrial models, utility models, certificates of invention and other indicia of invention ownership; (e) trademarks, service marks, logos, trade dress, Internet addresses (URLs), trade names and service names, whether or not registered, and the goodwill associated therewith; and (f) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property anywhere in the world 1.10 “Laws” means applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority. 1.11 “ ” means OneMedNet Corporation, a Delaware corporation. OneMedNet 1.12 “ ” means (a) all Intellectual Property Rights of OneMedNet and its Data Licensors; (b) OneMedNet IP OneMedNet’s technology, software, know-how, and processes in compiling the Data; (c) the Data; and (d) all modifications, enhancements and derivative works of or to any of the foregoing, whether conceived, invented, created or developed by OneMedNet, Customer, a Permitted Affiliate, or any third party, excluding Customer Publications. 1.13 “ ” means an order form signed by an authorized representative of each Party to which Order Form this Agreement is attached. Each Order Form constitutes a separate agreement between Customer and OneMedNet which incorporates, and shall be governed by the terms and provisions of, this Agreement. 1.14 “ ” means any Affiliate of Customer expressly identified in the applicable Order Permitted Affiliate Form. 1.15 “ ” means Query each image and data search request to be performed by OneMedNet in accordance with Customer’s parameters specified in the applicable Order Form. 1.16 “Territory” means any country and/or territory except any country and/or territory subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"), such countries and/or territories are specifically excluded from the Territory. 2. License; Services 2.1 Subject to the terms and conditions set forth herein, OneMedNet hereby grants to License Grant. Customer a perpetual (subject to Section 8), nonexclusive, non-sublicensable, non-transferable (except as set forth in Section 9.2) right and license for Authorized Users to use the Data in the Territory solely to (a) view and analyze the Data and use the results of such analysis in order to independently develop Customer Products; (b) sell, license or otherwise commercially distribute Customer Products; and (c) incorporate and/or display up to five (5) images from the Data (unless otherwise specified in an Order Form) in connection with Customer’s publication of its research findings based on the Data (“ ”), in each case, Customer Publications solely for its internal business purposes and in accordance with the terms of this Agreement and any additional usage terms set forth in the applicable Order Form (the “ ”). License Upon signature by an authorized representative of each , each shall be incorporated herein by reference and deemed a part Party Order Form

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 hereof. shall be responsible and liable for any breach of the terms of this by any Customer Agreement Authorized User. 2.2 Restrictions and Limitations. (a) Customer Authorized Users shall not, and shall not allow or assist any or third parties to (i) sublicense, rent, lease, use, permit use of, modify, create derivatives of or make available any part of the except as expressly permitted in this (ii) decompile or reverse engineer the Data Agreement Data (iii) use the other than in accordance with this and the applicable (iv) Data Agreement Order Form export any part of the outside of the and in Data Territory without OneMedNet’s prior written consent accordance with applicable law (v) use the in an unauthorized manner; and/or (vi) use the Data in Data connection with any claim, action, demand, lawsuit, mediation, arbitration, or litigation. (b) In using the Data licensed to Customer hereunder, Customer shall: (i) only use the Data as authorized in this Agreement and at all times in compliance with all Laws; and (ii) restrict access to and use of the Data only to Authorized Users having a bona fide need to know and have access to such Data for purposes of Customer’s or a Permitted Affiliate’s authorized use of such Data as set forth in Section 2.1 above. Customer shall be responsible and liable for any breach of the terms of this Agreement Authorized User by any . (c) Customer acknowledges and agrees that the Data is based on protected health information OneMedNet obtains in de-identified form from its third party data sources (each a “ ”) Data Licensor pursuant to the terms of OneMedNet’s agreements with such Data Licensors (each a “Data Supply Agreement”). Customer acknowledges and agrees that OneMedNet’s rights in and to the Data are subject to and conditioned upon the rights granted to OneMedNet by OneMedNet’s Data Licensors in such Data Supply Agreements. (d) Customer shall not personalize or re-identify, or attempt to personalize or re-identify the Data to identify the individuals to whom the Data relates or from whom it was obtained or otherwise pertains to. (e) Except as otherwise expressly set forth herein, Customer shall not reverse engineer, decompile, analyze or otherwise use the Data to familiarize itself with the nature, character, or quality thereof for purposes of understanding the sources or subjects of the Data. (f) Because the Data is supplied to OneMedNet by its Data Licensors, Customer acknowledges and agrees that the Data requested in an Order Form to be made available by OneMedNet to Customer hereunder may be modified, changed, suspended, or removed from availability at any time and without prior notice to Customer prior to OneMedNet’s performance of the applicable Query. For the avoidance of doubt, this Section 2.2(f) shall not in any manner limit the License with respect to any Data delivered to Customer. 2.3 OneMedNet Queries; Delivery. will use commercially reasonable efforts to perform and complete each Query within the timeframe set forth in the applicable Order Form. Upon completion of a , Query OneMedNet Data Customer shall make the applicable available to as agreed upon in the applicable Order Form. 2.4 . Queries Data Compliance The and shall be provided in accordance with the terms and conditions of this . acknowledges and agrees that ’s rights to use the is expressly Agreement Customer Customer Data subject to ’s compliance with the terms of this . Customer Agreement 2.5 . Customer acknowledges and agrees that OneMedNet may Use of Third Party Vendors/Contractors subcontract or delegate its obligations hereunder to any person or entity. 3. Fees; Payment Terms; Taxes 3.1 Customer shall pay all fees set forth in the applicable Order Form (“ ”). Unless otherwise Fees. Fees specified in the applicable Order Form, OneMedNet shall invoice Customer the applicable Fees upon the

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 4. Ownership 4.1 OneMedNet Customer OneMedNet IP OneMedNet Confidential Ownership. As between and , and ’s Information OneMedNet is and shall at all times remain the sole and exclusive property of and/or its applicable , and other than the rights expressly granted to under this , no Data Licensors Customer Agreement right, title or interest in OneMedNet IP is transferred or granted, directly or indirectly, to Customer under this Agreement. Customer acknowledges and agrees that OneMedNet and/or its Data Licensors retain the right to use the Data for any purpose in its or their sole discretion, and retain the right to otherwise license and distribute the Data for any purpose in its or their sole discretion. Customer shall reproduce and shall not otherwise alter, remove or conceal any copyright or proprietary rights notices placed on the Data by OneMedNet and/or its Data Licensors. OneMedNet Customer As between and , all Intellectual Property Rights in and to Customer Products and is and shall at all times remain the sole Customer Confidential Information and exclusive property of Customer subject to OneMedNet’s and its Data Licensors’ underlying right and interest in and to the Data. 4.2 . Customer Publications shall be owned by Customer, subject to OneMedNet’s and Customer Publications its Data Licensors’ underlying right and interest in the Data. Any Data included in Customer Publications shall remain subject to all limitations and restrictions set forth in this Agreement. 5. Representations and Warranties; Disclaimers 5.1 OneMedNet Customer (a) OneMedNet Warranties. represents and warrants to that: the applicable Data Licensors OneMedNet Data license have granted to all necessary rights in the so as to grant the rights granted to in this ; in performing its obligations and responsibilities hereunder, Customer Agreement (b) OneMedNet Laws (c) Data will include all materially relevant data will comply with all applicable ; and the available from Data Licensors that match the applicable Query at the time of Query such . 5.2 . In the event Data Correction Customer Data within thirty discovers any errors in or omissions in the (30) days OneMedNet Data Customer from the date of ’s initial delivery of the , and subject to providing sufficient information to accurately identify the error or omission, , shall use commercially OneMedNet reasonable efforts to correct the error or omission within a reasonable timeframe. If OneMedNet is unable to correct the error or omission within such time period, OneMedNet will provide Customer with a full refund of Effective Date and all Fees are due and payable on the Effective Date. All Fees are nonrefundable except as expressly set forth in this Agreement or the applicable Order Form. 3.2 Customer Customer OneMedNet Disputed . If disputes any portion of any invoice, shall notify in Fees writing from the date of the invoice with sufficient detail to allow the to resolve within thirty (30) days Parties the dispute in good faith otherwise, such invoice shall be deemed approved for all purposes. Overdue Fees shall bear interest at the lesser of one and one--half percent (1.5%) per month or the maximum rate allowed by applicable , until paid. Law 3.3 The prices specified in each Order Form are exclusive of any sales, use, excise, or similar Taxes. taxes, and of any export and import duties, which may be levied upon or be collectible by OneMedNet. Customer agrees to pay and otherwise be fully responsible for, and indemnify and hold OneMedNet harmless for, from and against any and all such taxes and duties, unless in lieu thereof Customer provides OneMedNet with a tax exemption certificate acceptable to the relevant governmental authorities. OneMedNet shall have the right, but not the obligation, to pay any such taxes or duties directly, in which event Customer shall immediately reimburse OneMedNet in the amount thereof upon presentation by Customer of evidence of payment. 3.3 Customer Notwithstanding this Section , in no event will be responsible for taxes imposed on the net income of . OneMedNet

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 the Fees paid for the affected Data. acknowledges and agrees that such correction as Customer or refund set forth in this Section shall be ’s sole and exclusive remedy for any breach of this Section Customer 5.2. 5.3 Customer (a) Customer will use the Data at all Customer Warranties. represents and warrants that: times only as expressly authorized by this Agreement; (b) Customer will make no representations or warranties on behalf of OneMedNet or its Data Licensors in connection with the Data; and (c) Customer will comply with all applicable . Laws 5.4 SET FORTH IN Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT EXCEPT AS THIS SECTION 5 ONEMEDNET QUERIES DATA , IS PROVIDING THE AND “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS OneMedNet AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY AND/OR NON-INFRINGEMENT. ALL SET FORTH IN THIS DISCLAIMERS AND LIMITATIONS OF LIABILITY AGREEMENT SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE. 6. Limitations on Damages; Indemnification 6.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OR ITS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, ONEMEDNET DATA LICENSORS PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THIS , THE SERVICES AND/OR THE , INCLUDING LOST PROFITS, LOST DATA, AGREEMENT DATA LOST REVENUE, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND REGARDLESS OF WHETHER OR NOT ONEMEDNET OR ITS DATA LICENSORS KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF FOR DIRECT DAMAGES ARISING OUT ONEMEDNET OF OR RELATING TO THIS , REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF AGREEMENT LIABILITY (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE FEES PAID BY TO UNDER THE APPLICABLE ORDER FORM CUSTOMER ONEMEDNET GIVING RISE TO SUCH CLAIM. 6.2 DISCLAIMERS AND Acknowledgment. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THIS AND THE AND SERVICES WOULD NOT BE PROVIDED TO CUSTOMER AGREEMENT DATA ABSENT SUCH . SOME JURISDICTIONS DO NOT DISCLAIMERS AND LIMITATIONS OF LIABILITY ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE MAY NOT APPLY TO . CUSTOMER 6.3 Indemnification. (a) By OneMedNet. OneMedNet Customer will indemnify, defend and hold harmless , its successors and assigns, and each of the respective officers, directors, employees, agents, and representatives of the foregoing, for, from and against any and all , damages, assessments, claims costs, losses and other expenses, including but not limited to reasonable attorneys’ and legal fees costs, in connection with any third party claim, demand, suit, action or other proceeding (collectively, “ Claims”) arising from or relating to ’s breach of a representation or warranty OneMedNet set forth in Section 5 OneMedNet ; provided that, will have no obligation to indemnify, defend or hold harmless Customer Claims to the extent such arise out of, result from, or relate to: (i) any modifications, alterations or changes to the by ; (ii) ’s misuse or unauthorized use of the Data Customer Customer Data Data Customer ; (iii) any combination of the with any or third party content or materials which

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 7. Confidentiality; Data Privacy and Security 7.1 In performing its respective obligations under this Agreement, a Party may Confidential Information. receive the Confidential Information of the other Party. The Party who receives the Confidential Information of the other Party is referred to as the “ ” and the Party disclosing such information is referred to Receiving Party as the “ .” Disclosing Party 7.2 . The Receiving Party agrees that the Disclosing Party’s Confidential Confidentiality Obligations Information will be used only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement. The Receiving Party will not disclose or distribute the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, agents or representatives having a bona fide need to know such Confidential Information and who are bound by confidentiality and non-use obligations at least as restrictive as those set forth in this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure using the same measures used by the Receiving Party to protect its own confidential or proprietary information of like kind from unauthorized use or disclosure, but in no event using less than a commercially reasonable standard of care. The Receiving Party will promptly notify the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will assist the Disclosing Party in every reasonable way to retrieve the Disclosing Party’s Confidential Information that was improperly used or disclosed. Nothing in this Section 7.2 shall restrict or preclude OneMedNet from disclosing information to its Data Licensors regarding Customer’s compliance (or failure to comply) with its causes the to infringe the of , its or any Data Intellectual Property Rights OneMedNet Data Licensors third party; or (iv) any instructions or directions provided by to . Customer OneMedNet (b) By Customer Customer OneMedNet Data . will indemnify, defend and hold harmless , its Licensors, and each of the respective successors, assigns, officers, directors, employees, agents, and representatives of the foregoing, for, from and against any and all arising from or relating to: (i) Claims Customer Agreement ’s breach of this ; (ii) Customer’s use of the Data pursuant to this Agreement; (iii) any Customer Publications; (iv) any modifications, alterations or changes to the Data by Customer or any combination of the Data with any Customer or third party content or materials which causes the Data to infringe the Intellectual Property Rights of OneMedNet, its Data Licensors or any third party; (v) Customer’s breach of its obligations and responsibilities set forth in Section 7.5 below, including without limitation, Security Incidents; or (vi) Customer any instructions or directions provided by to OneMedNet. (c) . The Parties’ indemnity obligations set forth in this Section 6.3 shall be subject to Procedure and conditioned upon the Party seeking indemnity hereunder promptly notifying the indemnifying Party of any Claim for which indemnity is owed (an “ ”), provided that, the failure to Indemnified Claim promptly notify the indemnifying Party of the Indemnified Claim will not relieve the indemnifying Party of its duties under this Section 6 unless the indemnifying Party is materially prejudiced by the delay. The indemnifying Party will assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such Indemnified Claim; provided that, without the indemnified Party’s prior written consent, not to be unreasonably withheld, the indemnifying Party may not settle such Indemnified Claim in a manner involving any remedy except for the payment of money fully indemnified hereunder. The indemnified Party will reasonably cooperate with the indemnifying Party, at the indemnifying Party’s expense, in its defense of the Indemnified Claim. The indemnified Party may participate in, but not control, the defense of such Indemnified Claim using attorneys of its choice and at its sole cost and expense.

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 obligations and responsibilities set forth in this Agreement. 7.3 Receiving Party Disclosing Party Compelled Disclosure. The shall be entitled to disclose the ’s Confidential Information to the extent such disclosure is required by compulsory judicial or administrative process or by . If the ’s is so required to be disclosed, the Law Disclosing Party Confidential Information Receiving Party Disclosing Party shall first give the written notice of such required disclosure, shall provide such information as may reasonably be necessary to enable the to take action to protect its Disclosing Party interests, and shall disclose only that portion of the ’s as its legal Disclosing Party Confidential Information counsel reasonably determines is required to be disclosed. 7.4 Agreement Return or Destruction. Upon the termination of this , or at any time upon request of the Disclosing Party, the Receiving Party will, at the Disclosing Party’s option, promptly return or destroy all items and materials, including any copies, in its possession, custody, or control which contain any Confidential Information of the Disclosing Party. The Receiving Party’s obligations concerning the Disclosing Party’s Confidential Information as set forth herein will survive the expiration or termination of this Agreement. 7.5 . Data Privacy and Security (a) . Customer hereby acknowledges that OneMedNet and its Data Licensors may Privacy Laws be subject to: (i) the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health of 2009 and, in each case, the regulations promulgated thereunder; and (ii) state data security and privacy Laws (collectively, “ ”). Accordingly, Privacy Laws notwithstanding anything to the contrary contained in this Agreement, Customer agrees that: (A) it shall comply at all times with all Privacy Laws and take no act or commit any omission that would cause OneMedNet and/or its Data Licensors to be in breach, default or violation of any Privacy Laws; (B) it shall not disclose or use any Data except as authorized under this Agreement; (C) it shall ensure that the Data resides in, and may be accessed only within, the Territory; and (D) it shall immediately (1) notify OneMedNet of any protected health information (“ ”) discovered by Customer within the Data, PHI and (2) permanently destroy, or cause the destruction of, the portion of the Data containing such PHI. (b) . Customer agrees to maintain appropriate administrative, technical and physical Safeguards safeguards for all Data (“ ”). The Security Safeguards will be designed to: (i) Security Safeguards ensure the confidentiality of the Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Data; (iii) protect the Data against unauthorized access; and (iv) ensure proper destruction of the Data in compliance with all Laws and industry standards. (c) . Customer agrees to notify OneMedNet, by telephone and electronic mail Security Incidents within twenty four (24) hours upon becoming aware of any information that indicates that there may have been a breach of its security related to the Data, including without limitation, any instance of breach, theft, or unauthorized access to the Data (a “ ”). In the event of any such Security Incident Security Incident, Customer shall further provide to OneMedNet, in writing, such details concerning the Security Incident as OneMedNet reasonably may request and shall cooperate with OneMedNet, its regulators and law enforcement to assist in regaining possession of such information and data and prevent its further unauthorized use, and take (and document) any necessary remedial actions as may be required to prevent other or further Security Incidents. In the event of any unauthorized access to the Data, OneMedNet shall have the right to take any action it deems necessary or appropriate to mitigate the potential ramifications resulting therefrom, including, without limitation, suspending the provision of further Data and providing notice to impacted Data Licensors. All information relating to a Security Incident must be retained by Customer until OneMedNet has consented in writing to its destruction. In the event of a Security Incident: (i) unless applicable law dictates otherwise, OneMedNet has the right to control any required breach notification process, but only with respect to

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 9. General Provisions 9.1 . The Parties are independent contractors, and nothing in this Agreement Independent Contractors shall be construed to make the parties partners, joint ventures, representatives or agents of each other, nor shall either Party so represent to any third person. No employer--employee relationship is intended to be created by this Agreement. 9.2 Agreement Parties Assignment. This binds and inures to the benefit of the and their successors and permitted assigns. shall not assign this , nor any rights or obligations hereof without the Customer Agreement prior written consent OneMedNet OneMedNet of , which may refuse, withhold or deny for any reason or no reason, in its sole discretion; any purported assignment in violation of this Section is void ab initio and of 9.2 no force or effect. 9.3 Customer Permitted Affiliates Term Audit. and its shall maintain, during the and thereafter for a period of twelve (12) months, a complete, clear, and accurate record of ’s and its ’ books Customer Permitted Affiliates and records sufficient for to verify ’s and its ’ compliance with the OneMedNet Customer Permitted Affiliates terms and conditions of this , including without limitation, compliance with Sections , 2.2 and 4. Agreement 2.1 Such books and records shall include an accurate and up-to-date inventory of all Data documenting the any Data disclosed as a result of such Security Incident; and (ii) Customer shall indemnify and reimburse OneMedNet, its officers, directors employees, agents and representatives, in connection with any and all internal and external costs associated with investigating, addressing and responding to a Security Incident, if any. 8. Term and Termination 8.1 Agreement Effective Date Term. This will commence upon the and shall remain in effect until the License Agreement is terminated in accordance with the terms hereof (the “Term”). In the event this is terminated by either , the shall also terminate as of the of termination of this Party Order Form effective date Agreement. 8.2 Termination Without Cause. (a) OneMedNet may terminate the License OneMedNet at the time it immediately, in the event performs the applicable Query Data agreement no longer has the right to distribute the under its with its Data Licensors. (b) OneMedNet may terminate the License upon written notice effective immediately, in the event of any change in that causes ’s performance under this and/or the Laws OneMedNet Agreement Order Form to be either unlawful or commercially unfeasible. 8.3 Party may terminate the License upon written notice Party Termination for Cause. Either to the other : (a) if the other breaches or otherwise fails to observe or perform any or condition of this Party term Agreement and/or the and, if such breach is capable of being cured, does not cure such failure within ten (10) Order Form days after written notice by the non-breaching ; or (b) if the other makes a general assignment for Party Party the benefit of creditors or files a voluntary petition in bankruptcy or if a petition in bankruptcy is filed against such other and is not dismissed after the filing, or if a receiver or trustee is Party within thirty (30) days appointed for all or any part of the property or assets of such other . Party 8.4 Agreement Effects of Termination; Return of . Upon termination of this , and except as otherwise Data set forth herein Parties Agreement Order Form : (a) all rights and responsibilities of the under this and the shall immediately and automatically cease; provided that, shall remain liable for all payments for all Customer Queries OneMedNet effective date Customer performed by prior to the of such termination; and (b) shall promptly (i) return, or if requested by destroy, all and (ii) certify the return or destruction OneMedNet Data; thereof in writing and provide OneMedNet with a copy of the Data Inventory documenting such return or destruction.

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 Data’s (including any copies or back-ups thereof) location(s) and data owner(s) (the “ ”). Data Inventory OneMedNet shall have the right to have an inspection and audit of the Data Inventory and all other relevant accounting, sales books and other records of and its conducted by Customer Permitted Affiliates OneMedNet or its designee for the purpose of verifying ’s compliance with the terms of this . Any Customer Agreement such audit shall be upon reasonable written notice and shall be conducted during normal business hours, provided Customer shall provide a copy of the Data Inventory to OneMedNet within five (5) business days of OneMedNet’s written request. If such audit should disclose any breach by or its Customer Permitted Affiliates of the terms of this , then shall promptly pay to all amounts the cost of such Agreement Customer OneMedNet audit. 9.4 . Notices under this Agreement shall be in writing and shall be deemed given when (a) Notices delivered personally, (b) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or (c) upon written confirmation of delivery by recognized national courier sent by overnight service, to the respective Party as set forth below. A Party may change its notice address upon five (5) days written notice to the other Party. If to OneMedNet: OneMedNet Corporation Attn. COO and/or CFO 6385 Old Shady Oak Road Suite 250 Eden Prairie, MN 55344 If to Customer: To the address listed in the Order Form. 9.5 Agreement Waiver; Amendment. This , and the terms and provisions hereof, may not be waived, in whole or in part, except in a written document signed by a duly authorized representative of the to be Party bound thereby. Any amendment to this must be in writing and signed by . Agreement OneMedNet 9.6 . Excluding Customer’s payment obligations hereunder, no Party will be liable for, or Force Majeure will be considered to be in breach of or in default under this Agreement on account of, any delay or failure to perform any obligation under this Agreement due to force majeure events or other causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially-reasonable diligence. If any such force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially-reasonable efforts to minimize the impact of the event. Notwithstanding the foregoing, if a force majeure event persists for a period of ninety (90) days without resolution, the Party to whom performance is owed may terminate this Agreement, effective immediately. 9.7 . Unless stated otherwise the Parties expressly acknowledge and agree No Third Party Beneficiaries that no third-party is intended to be a beneficiary of any provision of this Agreement. 9.8 . Equitable Relief The Parties acknowledge and agree that a breach of this Agreement by either Party will result in immediate, irreparable and continuing damage to the non-breaching Party for which there will be no adequate remedy at law; and agree that in the event of any such breach or violation or any threatened or intended breach or violation of this Agreement, the non-breaching Party, its successors and assigns, will be entitled to temporary, preliminary and permanent injunctive relief and/or restraining orders enjoining and restraining such breach or violation or such threatened or intended breach or violation and/or other equitable relief (without needing to post any bond or other security) in addition to such other and further relief as provided for at law and in equity. 9.9 . This Agreement is a product of the negotiation of the Parties. For convenience, this Drafting Agreement has been drafted initially in substantial part by legal counsel for one of the Parties, but by

| OneMedNet Corporation · 6385 Old Shady Oak Road, Suite 250 · Eden Prairie, MN 55344 · www.onemednet.com Order # 09212733 <End of Agreement> agreement of the Parties, this Agreement will be deemed to have been drafted by all Parties jointly, and any ambiguity herein will not be construed for or against any Party by virtue of the identity of the drafter or otherwise. 9.10 . Unless otherwise requested by Customer in writing, OneMedNet may publicize Customer’s Publicity selection to do business with OneMedNet, by using Customer’s name and Customer’s logos and/or marks. 9.11 . This Agreement, including the Order Form, constitutes the entire agreement between Entire Agreement the Parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Any and all prior agreements or representations respecting the subject matter of this Agreement, whether written or oral, expressed or implied, are terminated and of no further effect. To the extent there is any conflict between the terms of this Agreement and the terms of the Order Form, then the terms of this Agreement shall control except as expressly stated in the relevant Order Form. 9.12 This Agreement shall be controlled by and construed under the Laws of the Governing ; Venue. Law State of Minnesota (excluding its conflicts of laws principles). Any dispute arising under this Agreement shall be exclusively litigated in a state or federal court located in Hennepin County, Minnesota. The Parties hereby expressly agree to the exclusive personal jurisdiction of such courts over them and waive any claim that such forum is an inconvenient forum. 9.13 Interpretation. Section headings are for reference only and will not be used in construing this Agreement term . A provision in any definition of a capitalized conferring a right or imposing an obligation shall be given effect as if it was a provision in the body of this . Agreement 9.14 Agreement Severability. Should any provision of this be held invalid or unenforceable, such invalidity will not invalidate the whole of this , but rather that invalid provision will be amended to achieve as Agreement nearly as possible the same effect as the original provision and the remainder of this will remain in Agreement full force and effect. 9.15 1 Agreement Survival. Sections , 2.2, 3, 4, 5.4, 6, 7, 8.4 and 9 shall survive any termination of this .