STAFFING AGENCY PLATFORM AGREEMENT

Fidera — Agency Access, Data & Platform Fee Terms

This Staffing Agency Platform Agreement (this "Agreement") is entered into by and between [PLATFORM COMPANY NAME], a [STATE/JURISDICTION] [ENTITY TYPE] (the "Company"), operator of the Fidera platform (the "Platform"), and the staffing agency identified in the account registration ("Agency"). By creating an account, executing this Agreement, or accessing or using the Platform, Agency agrees to be bound by this Agreement. The individual accepting on Agency's behalf represents that he or she has authority to bind Agency.

1. Definitions

"Client" means any hospital, health system, medical group, or other healthcare facility that posts positions on the Platform.

"Provider" means a physician or other healthcare professional whose profile or credentials Agency uploads to, stores in, or submits through the Platform (each an "Agency Provider"), or any provider otherwise identified to Agency through the Platform.

"Placement" means any locum tenens, contract, per diem, temporary, temp-to-permanent, or permanent engagement of a Provider with a Client that results, directly or indirectly, from a Platform Introduction.

"Gross Contract Value" means the total gross amount payable by the Client under a Placement, whether calculated on an hourly, daily, shift, or fixed-fee basis, including bill rates multiplied by contracted or actually worked hours, stipends, bonuses, conversion fees, and all extensions, renewals, and amendments, before deduction of any costs, taxes, or Provider compensation.

"Platform Introduction" means any instance in which Agency, a Provider, and/or a Client are identified or connected to one another through the Platform, including where Agency views or responds to a Client posting, submits a Provider to a Client posting, or where any communication among the parties is initiated through or facilitated by the Platform.

2. Platform Services; Relationship of the Parties

The Company grants Agency a limited, revocable, non-exclusive, non-transferable right to access and use the Platform to: (a) maintain a database of Agency Providers, including credentials and supporting documents; (b) view and respond to Client postings for which Agency is associated or approved; (c) submit Agency Providers to Client postings; and (d) manage contracting workflows for Placements.

The Company is a technology marketplace and is not a staffing agency, employer, healthcare provider, or party to any Placement, except with respect to the Platform Fee described in Section 4. Nothing in this Agreement creates a partnership, joint venture, agency, or franchise relationship between the Company and Agency. Agency remains solely responsible for its relationships with its Providers, including recruitment, compensation, payroll, benefits, insurance, and compliance with all applicable employment, staffing, licensure, and healthcare laws.

3. Agency Provider Data; Authorization and Accuracy

Authorization. Agency represents and warrants that, for every Provider whose personal or credentialing information Agency uploads to the Platform, Agency has obtained all consents, authorizations, and legal bases required under applicable privacy, data protection, and employment laws to (a) collect and store such information, (b) disclose it to the Company, and (c) permit the Company to disclose it to Clients and their credentialing personnel in connection with actual or potential Placements. Agency shall maintain records of such consents and produce them to the Company upon reasonable request.

Accuracy. Agency represents and warrants that all Provider information it uploads is true, accurate, complete, and current to Agency's knowledge, and that Agency will promptly update or correct any information that becomes inaccurate. Agency shall not upload information regarding any Provider who is excluded, debarred, or suspended from any federal or state healthcare program without conspicuously disclosing that status.

No Patient Data. The Platform is not intended to receive protected health information of patients. Agency shall not upload patient records or patient-identifiable information.

Ownership and License. As between Agency and the Company, Agency retains its rights in the Provider data it uploads, and grants the Company a non-exclusive, worldwide, royalty-free license to host, process, display, and disclose such data as necessary to operate the Platform and perform under this Agreement. Platform-generated data, analytics, and data compilations remain the property of the Company.

4. Platform Fee — 4% of Gross Contract Value

Fee. For each Placement secured by Agency, Agency shall pay the Company a fee equal to four percent (4%) of the Gross Contract Value of the Placement (the "Platform Fee"). The Platform Fee applies to the hourly, daily, or overall gross contract rate, as applicable, over the full term of the Placement, including all extensions, renewals, amendments, holdovers, and any conversion of the Provider to direct or permanent engagement with the Client or its affiliates during the Restricted Period defined in Section 6.

Invoicing and Payment. The Platform Fee shall be invoiced [monthly] in arrears based on amounts invoiced by or payable to Agency under the Placement, and is due within [thirty (30)] days of invoice. Where payment flows are processed through the Platform, the Company may deduct the Platform Fee at the source. Amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and the Company may suspend Agency's access for accounts more than [fifteen (15)] days past due.

Reporting; Audit. Agency shall report to the Company, within [five (5)] business days, the execution of any Placement and any extension, renewal, rate change, or conversion, together with rate, schedule, and term information sufficient to calculate the Platform Fee. The Company may, upon reasonable notice and not more than [twice] per calendar year, audit Agency's books and records reasonably related to Placements and Platform Fee calculation. If an audit reveals underpayment of more than five percent (5%) for the audited period, Agency shall pay the underpayment, interest, and the reasonable cost of the audit.

No Fee to Clients. Agency acknowledges that Clients are not charged for Platform access and that the Company's compensation from Agency-sourced Placements consists of the Platform Fee.

5. Contract Execution Through the Platform

All Placements arising from a Platform Introduction must be executed through the Platform's contracting workflow or, where a Client requires its own paper, the fully executed contract (including all rate exhibits, schedules, amendments, extensions, and renewals) must be uploaded to the Platform within [five (5)] business days of execution. Failure to execute through or upload to the Platform is a material breach and shall be treated as circumvention under Section 6.

6. Non-Circumvention

Agency acknowledges that the Company's compensation depends entirely on Placements being executed and reported through the Platform, and that Client identities, postings, rate information, and provider-matching data constitute valuable proprietary information of the Company.

Restriction. During the term of this Agreement and for twenty-four (24) months following the later of (a) termination of this Agreement or (b) the last Platform Introduction involving the applicable Client or Provider (the "Restricted Period"), Agency shall not, directly or indirectly: (i) enter into, solicit, negotiate, or facilitate any engagement between any Provider and any Client to whom Agency was connected through a Platform Introduction, except through the Platform and subject to the Platform Fee; (ii) encourage, assist, or permit any Provider or Client to contract outside the Platform for the purpose of avoiding the Platform Fee; or (iii) structure, disguise, rename, or route any arrangement through any affiliate, subcontractor, secondary agency, managed-services program, or other intermediary for the purpose of avoiding the Platform Fee. Agency shall promptly notify the Company if it becomes aware of any attempted circumvention by any Provider or Client.

Agency Responsibility for Its Providers. Agency shall include in its agreements with Agency Providers submitted through the Platform terms sufficient to prohibit those Providers from contracting directly with Platform-introduced Clients outside the Platform during the Restricted Period. Circumvention by an Agency Provider with respect to a Client to whom that Provider was submitted by Agency shall, where Agency facilitated, encouraged, or knowingly permitted such circumvention, be deemed a breach by Agency.

Liquidated Damages. The parties agree that damages from circumvention would be difficult to calculate precisely. In the event of a breach of this Section 6, Agency shall pay the Company, as liquidated damages and not as a penalty, an amount equal to the greater of (i) the Platform Fee that would have been payable on the circumvented Placement based on its full contracted term (or, if indeterminate, a deemed term of twelve (12) months), or (ii) [USD $50,000], per circumvented Placement. The Company shall also be entitled to injunctive relief and recovery of its reasonable attorneys' fees in enforcing this Section.

Exclusions. The Restriction does not apply to (a) any Client with whom Agency can demonstrate, by written records predating the Platform Introduction, a pre-existing master staffing agreement or active contractual negotiation, or (b) any Provider whose relationship with Agency predates that Provider's presence on the Platform, in each case solely with respect to engagements not arising from a Platform Introduction.

7. Acceptable Use; Data Protection; Confidentiality

No Patient Health Information (PHI). The Platform is for professional and business information only. You must not upload, enter, or transmit any patient-identifiable health information (PHI, as defined under HIPAA) through the Platform, including in notes, messages, or uploaded documents. The Company is not a HIPAA covered entity or a business associate, and any PHI submitted in violation of this Section is solely your responsibility. [Draft clause, pending counsel review.]

Agency shall not, and shall ensure its personnel do not: (a) scrape, harvest, bulk-export, or copy Platform data, including provider profiles not belonging to Agency, Client lists, or rate data, except through functionality provided by the Company; (b) use Platform data to build, train, or populate any competing product or database; (c) share login credentials or permit access by unauthorized persons; (d) contact Providers registered directly with the Platform (i.e., not Agency Providers) outside the Platform for recruitment purposes without the Company's written consent; or (e) use the Platform in violation of applicable law.

Agency shall maintain commercially reasonable administrative, technical, and physical safeguards for Provider data in its possession, shall notify the Company without undue delay (and in any event within [seventy-two (72)] hours) of any security incident affecting Platform data, and shall cooperate in any required notifications.

Each party shall keep confidential the other party's non-public business, technical, and pricing information, using it solely to perform under this Agreement. Confidentiality obligations survive termination for three (3) years, and indefinitely for trade secrets.

8. Agency Representations, Warranties, and Compliance

Agency represents, warrants, and covenants that: (a) it is duly organized, validly existing, and in good standing, and holds all licenses, registrations, and permits required to operate as a healthcare staffing agency in each applicable jurisdiction; (b) it screens its Providers against applicable exclusion lists (including OIG LEIE and SAM) and verifies licensure before submission; (c) it complies with all applicable laws, including healthcare fraud and abuse laws, anti-kickback laws, employment and wage laws, and data protection laws; (d) its execution of this Agreement does not violate any obligation to a third party; and (e) it carries commercially reasonable insurance appropriate to its operations, including professional liability coverage for its Providers where applicable, and shall provide certificates of insurance upon request.

9. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT ANY VOLUME OF POSTINGS OR PLACEMENTS, THE ACCURACY OF CLIENT POSTINGS, OR UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOSS OF DATA; PROVIDED THAT THIS LIMITATION DOES NOT APPLY TO AGENCY'S PAYMENT AND NON-CIRCUMVENTION OBLIGATIONS, BREACHES OF SECTION 7, OR INDEMNIFICATION OBLIGATIONS. THE COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE PLATFORM FEES PAID BY AGENCY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

Agency shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the acts or omissions of Agency or its Providers in connection with any Placement, including clinical services rendered; (b) Agency's breach of this Agreement, including any failure to obtain required Provider consents or any inaccuracy in uploaded data; (c) Agency's violation of applicable law; (d) employment-related claims by Agency Providers or personnel; or (e) claims by any third party arising from Agency's data practices.

12. Term, Suspension, and Termination

This Agreement commences upon acceptance and continues until terminated. Either party may terminate for convenience upon [thirty (30)] days' written notice, and either party may terminate immediately for material breach not cured within [fifteen (15)] days of notice (or immediately, with no cure period, for breach of Sections 4, 5, 6, or 7). The Company may suspend access immediately for non-payment, suspected fraud, or risk to the Platform or its users.

Effect of Termination; Survival. Upon termination, Agency's access ceases, and each party shall, upon request, return or delete the other's confidential information, except as retained for legal, audit, and fee-enforcement purposes. Platform Fees continue to accrue and remain payable for all Placements arising from Platform Introductions occurring prior to termination, including their extensions and renewals. Sections 4, 5, 6, 7, and 9 through 14 survive termination.

13. Dispute Resolution; Governing Law

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict-of-laws principles. Except for claims for injunctive relief under Sections 6 or 7, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [ARBITRAL INSTITUTION, e.g., AAA / JAMS] under its [RULES], seated in [CITY, STATE/COUNTRY], before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

14. General Provisions

Entire Agreement; Amendments. This Agreement, together with any order form and the posted Privacy Policy, constitutes the entire agreement between the parties regarding the Platform and supersedes all prior discussions. The Company may amend this Agreement on [thirty (30)] days' written notice; continued use after the effective date constitutes acceptance, provided that changes to the Platform Fee rate apply only to Placements arising from Platform Introductions occurring after the effective date of the change.

Assignment. Agency may not assign this Agreement without the Company's prior written consent, except to a successor in a merger or sale of substantially all assets (which shall remain bound by Sections 4–6). Notices shall be in writing to the addresses on record. Severability: unenforceable provisions shall be reformed to the minimum extent necessary, and any Restricted Period or liquidated damages amount held excessive shall be reduced to the maximum enforceable scope rather than voided. Independent Contractors; No Waiver; Force Majeure provisions apply as customary.

Signatures

AGENCY

Legal Name: _________________________________ Jurisdiction of Organization: _________________

By: _________________________________________ Name/Title: _________________________________

Signature: __________________________________ Date: _______________

[PLATFORM COMPANY NAME]

By: _________________________________________ Name/Title: _________________________________

Signature: __________________________________ Date: _______________