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6414-1 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF Gabby Leeper 6414-1 ASO Medical RX Benefits - Marketing Services Agreement 12/30/2022 MARKETING SERVICES AGREEMENT This Marketing Services Agreement (“Agreement”) is effective as of May 1, 2022 (“Effective Date”) by and between Cerebral Inc., a Delaware corporation having an address at 340 S. Lemon Ave. Unit #9892 Walnut, CA 91789 (“Cerebral”), and City of Denton, a home rule municipal corporation, having an address at 215 E. McKinney St., Denton, TX. 76201 (“Company”). Cerebral and Company may be referred to individually as a (“Party”) and collectively as the (“Parties”). RECITALS WHEREAS, Cerebral is a management services organization that has a contractual relationship with certain independent professional medical entities (“Cerebral Medical Groups”), pursuant to which Cerebral provides administrative and marketing services, as well as use of its telehealth platforms, to Cerebral Medical Groups, and Cerebral Medical Groups provide healthcare and wellness services, including mental health services, to patients utilizing Cerebral’s telehealth platform; and WHEREAS, Company is a plan sponsor of a group health plan offered to its employees and their dependents; and WHEREAS, Company desires to retain Cerebral to provide outreach to Company’s employees and their dependents to inform them of the mental healthcare and wellness benefits provided by Cerebral Medical Groups. NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the Parties hereby agree as follows: AGREEMENT 1. Marketing Program Cerebral will deploy the marketing program on behalf of Company for education of Company’s employees and their dependents (“Eligible Members”) of the available Cerebral Medical Groups’ services. Cerebral and Company will mutually agree on the process for contacting Eligible Members to provide information about Cerebral Medical Groups’ services. The marketing program will begin on May 1, 2022 (the “Marketing Deployment Start Date”). Marketing deployments are generally broken into two campaign periods, approximately six (6) months apart and four (4) weeks in length. A marketing campaign includes, but is not limited to, the following communication to Company’s Eligible Members: email, flyers, postcard, digital signage, advertisement on social media, and other applicable communication channels agreed upon by Cerebral and Company. The first deployment will commence on May 1,2022. The second deployment date will commence six (6) months thereafter or on alternate timeline as agreed upon by Cerebral and Company. Cerebral and Company may agree to subsequent deployments. Company may deploy its own marketing campaign. Company’s Eligible Members may enroll for services provided by Cerebral Medical Groups as of the Effective Date of this Agreement. 2. Eligible Members’ Data DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF 2 Company will be responsible for maintaining data on Eligible Members and their eligibility. Company will provide Cerebral with, or designate a third party to provide Cerebral with, a file listing all Eligible Members, including any relevant Eligible Members’ information as the Parties may agree, in mutually agreeable format (the “Eligibility File”), at least one month before the Program Start Date. Company or Company’s designee will provide Cerebral with updated Eligibility Files on a monthly basis and will notify Cerebral of any changes to its Eligibility Files. Company represents and warrants that all data supplied by Company or designee to Cerebral, including but not limited to the member names, telephone, email, identification numbers, addresses, as well as any other information in the Eligibility File (collectively “Company Data”) will be correct and accurate. Company represents and warrants that the Eligible Members have provided consent to be contacted via emails and any other channels agreed upon by the parties under applicable laws. 3. Term The term of this Agreement (the “Term”) will begin on the Effective Date and continue in effect until 12/30/22 (the “ Term”). At the sole option of the City of Denton, the Term may be extended for six (6) months (or for a longer period as agreed by the Parties). 4. Termination This agreement may be terminated for cause by either Party, without cost or liability of any kind, upon thirty (30) days prior written notice of a material breach of this Agreement, provided that such Party has not cured such material breach within such thirty (30) days period. This agreement may be terminated for convenience by either Party upon ninety (90) days prior written notice. Any termination shall not relieve either Party of the obligations that have accrued hereunder through the date of termination. Upon the termination or expiration of this Agreement, Cerebral shall cease the deployment of any additional communication to Eligible Members under this Agreement, provided that Cerebral shall not be required to withdraw any communication that has already been paid for by Cerebral or deployed (e.g. by mail) in accordance with this Agreement prior to the date of termination or expiration. 5. Confidentiality To the extent authorized by the laws of the State of Texas, each Party understands and agrees not to disclose to any third party during or after the Term unless it is to a third Party who is authorized by Cerebral to execute the services for the marketing program in this Agreement, without the other Party’s prior written permission, (a) any non-public, proprietary and/or confidential information relating to the other Party, including but not limited to, sales information, marketing information, marketing research information, promotion plans, vendors, clients and/or results discussed or disclosed prior to or in the course of performing this Agreement, or (b) the terms or existence of this Agreement, including (without limitation) its financial terms (collectively “Confidential Information”). The restrictions in this clause shall not prevent (i) the disclosure of Confidential Information in the proper performance of Cerebral’s duties under this Agreement, (ii) the disclosure of Confidential Information to the Party’s business or legal advisors or if required by law, subpoena or other legal process or proceeding, or (iii) the disclosure of Confidential Information which has come into the public domain otherwise than through unauthorized disclosure. For the avoidance of doubt, the terms of this Agreement, and all offers made by DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF 3 Cerebral to Company shall be treated as trade secrets and remain the property of Cerebral. Notwithstanding the foregoing, Cerebral acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code (the “Act”) in responding to any request for public information related to this Agreement; provided, that (i) to the fullest extent permitted under the Act, Company shall notify Cerebral as promptly as practicable of any potential disclosure of Cerebral’s Confidential Information under the Act so that Cerebral may assert its rights under the Act to prevent or limit the disclosure of its Confidential Information; (ii) Company shall furnish only that portion of the Confidential Information that is required to be furnished under the Act and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any Confidential Information that is determined to be exempt from disclosure in accordance with the Act; and (iii) any disclosure of protected health information shall be subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and any disclosure of other protected information shall be subject to all applicable laws. This obligation supersedes any conflicting provisions of this Agreement. Any materials or portions of such material claimed by Cerebral to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. Except with respect to the rights granted in this Agreement, including the Company’s obligation to disclose Confidential Information as required by the Act, the Company recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of Cerebral pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue based on such Confidential Information. 6. Force Majeure If any Party is impeded in fulfilling its undertakings in accordance with this Agreement by circumstances beyond its reasonable control, including but not limited to labor conflict, lightning strikes, acts of God, acts of terror, earthquake, fire, war, mobilization or unforeseen military call- up of a large magnitude, requisition, confiscation, commandeering, public decrees, riots, or insurrections, the impediment shall be considered a “Force Majeure” condition and such Party shall be exempted from liability for delays due to such reasons; provided, however, that it notifies the other Party by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence or as soon as commercially reasonable) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance without undue delay after such circumstance has occurred. Upon such notification, the Parties shall agree upon a reasonable extension of time for performance, to not exceed an extension equal to the period the Force Majeure condition continues to exist and a reasonable period of time thereafter. 7. Indemnification Cerebral shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, and agents (collectively, the “Indemnitee”) from and against any third party claims and damages based upon (a) a breach of the Indemnitor’s representations and warranties; (b) the breach of the Indemnitor’s obligations pursuant to this Agreement; or (c) any claim arising directly from the gross negligence or willful misconduct by Indemnitor; except to the extent such claim arises from the breach of Indemnitee’s obligations pursuant to this Agreement or the gross negligence or willful misconduct of Indemnitees. This indemnity obligation shall survive the DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF 4 termination of this Agreement. The Parties expressly agree that no provision of the Agreement is in any way intended to constitute a waiver by the Company (the City of Denton) of any immunities from suit or from liability that the City of Denton may have by operation of law. 8. Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIM (WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Miscellaneous a. The Parties hereto expressly acknowledge and agree that each is acting as an independent contractor and not an employee or agent of the other, and that nothing herein contained shall constitute a partnership or a joint venture between the Parties. b. At Cerebral’s sole expense, Cerebral is free to hire sub-contractors or other third parties in order to execute the marketing campaign(s) contemplated by this Agreement. All third parties hired by Cerebral are subject to Section 5 of this Agreement. c. Company owns all right, title, and interest in and to the Company’s trademarks, trade names, service marks and logos (collectively, the “Company Trademarks”), the Eligibility File and Company Data. Company hereby grants to Cerebral the right and license to (i) use, format, and publicly display the Company Trademarks on Cerebral’s Platform or in marketing material for the sole purpose of identifying Company as a customer of Cerebral and (ii) to use the Eligibility File and Company Data for the purposes described herein. d. This Agreement may not be assigned by either Party without the prior written consent of the other Party, provided that either Party may assign this Agreement without such consent pursuant to a merger or other corporate reorganization or the sale of substantially all of its assets or to its affiliates, upon written notification of same. e. All notices and requests for approval shall be forwarded in writing to the Parties at their respective addresses and emails listed on the signature page. f. If any one or more of the provisions contained in this Agreement, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Agreement. The Parties hereto further agree to replace such invalid, illegal or unenforceable provision of this Agreement with a valid, legal, and enforceable DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF 5 provision that will achieve, to the extent possible, the economic, business, and other purposes of such invalid, illegal or unenforceable provision. g. The provisions of this Agreement where their terms are understood to survive the Term or termination, expiration or voiding of this Agreement or any provision hereof (including, without limitation, indemnity, governing law, and the like) shall survive the Term. h. This Agreement shall be governed by the laws of the State of Texasa, excluding its provisions governing conflicts of law, and the courts located in the State of Texas shall be the exclusive forum for any legal action arising out of or relating to this Agreement. i. This Agreement constitutes the entire agreement between the Parties, and it supersedes all prior proposals, negotiations, agreements, arrangements, and understandings, if any, relating to the obligations and matters set out herein, whether oral or written, and may not be changed or modified except by a writing signed by both Parties hereto. [The Remainder of This Page is Intentionally Left Blank, Signature Page to Follow] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement through the signatures of their duly authorized representatives. Cerebral Inc. By: ____________________________________ Name: Title Date: Notice Address: Cerebral Inc. Attn: Legal Dept 340 S. Lemon Ave. Unit #9892 Walnut, CA 91789 Email: legal@cerebral.com with copy to david.isquith@cerebral.com Company By: ____________________________________ Name: Gabby Leeper Title Buyer Date: Notice Address: City of Denton Purchasing Dept. 901 B Texas Street Denton, TX. 76209 Email: purchasing@cityofdenton.com DocuSign Envelope ID: C7D84392-5A76-448B-A253-0AEF91FDFDEF 4/28/2022 Jeff Soffen SVP, Commercial 5/4/2022 Certificate Of Completion Envelope Id: C7D843925A76448BA2530AEF91FDFDEF Status: Completed Subject: ***Purchasing Approval*** 6414-1 ASO Medical RX Benefits - Marketing Services Agreement Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 4/28/2022 10:30:29 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Signed by link sent to gabby.leeper@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 4/28/2022 10:36:27 AM Viewed: 4/28/2022 10:36:34 AM Signed: 4/28/2022 10:36:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeff Soffen jeff.soffen@cerebral.com SVP, Commercial Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to jeff.soffen@cerebral.com Using IP Address: 173.54.210.139 Sent: 4/28/2022 10:36:55 AM Viewed: 4/28/2022 12:57:07 PM Signed: 4/28/2022 7:04:59 PM Electronic Record and Signature Disclosure: Accepted: 4/28/2022 12:57:07 PM ID: 59996c5e-876a-4a79-90d4-ee52f1fa85ed Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to gabby.leeper@cityofdenton.com Using IP Address: 198.49.140.104 Sent: 4/28/2022 7:05:00 PM Viewed: 5/4/2022 10:23:29 AM Signed: 5/4/2022 10:23:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/4/2022 10:23:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Kile Linda.Kile@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/4/2022 10:23:56 AM Electronic Record and Signature Disclosure: Accepted: 9/27/2021 8:34:26 AM ID: f73b5a4c-ee6d-4020-a60c-6309d82abf53 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/28/2022 10:36:27 AM Certified Delivered Security Checked 5/4/2022 10:23:29 AM Signing Complete Security Checked 5/4/2022 10:23:53 AM Completed Security Checked 5/4/2022 10:23:56 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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