+ Web Site Contract Negotiations Gold Coast General Hospital and Acme Startup LLC.

+ Agenda Introduction Gold Coast General Hospital’s Feedback Acme Startup, LLC. Feedback Appendix Other Contract clarifications required prior to signing SLA’s SaaS, ASP, and Cloud computing information

+ Introduction Gold Coast General Hospital (GCGH) welcomes Acme Startup and is excited to begin initial negotiations for the new Web Site Program Today’s meeting will be focused on 4 topics from each company that require early negotiating prior to moving on to other topics Both companies recognize the initial contract contains other areas requiring clarification, clean up, and negotiations to be worked through at a future meeting date to be determined An initial list of these items is listed in the Appendix

+ GCGH – Section 3.3 Technical Support Standard Support. Vendor shall provide telephone and technical support 24/7, and 365 days/year. GCGH shall be entitled to 20 technical support contacts during the first year and 10 technical support contacts during each subsequent year Enhanced Support. Notwithstanding the above, if Vendor makes a reasonable business determination that the technical support requested by GCGH, pursuant to this section, will entail detailed, specialized maintenance or support services, different in kind or amount from those provided to other similar customers of Vendor (including, but not limited to, assistance to enable the interfacing or operation with a non-supported, unusual or proprietary system), Vendor shall notify GCGH that such requested support is considered an additional service which will be subject to additional fees at Vendor’s then-current fee schedule. Concerns Limitation of 20 / 10 technical support calls in Years 1 & 2 unreasonable / too vague Phrase “provided to other similar customers” is too vague Definition describing enhanced services requiring additional fees too vague

+ GCGH – Section 5 Proprietary Rights GCGH acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Solution, Documentation and Specifications are and shall remain the property of Vendor, and nothing in this Agreement should be construed as transferring any aspects of such rights to GCGH or any third party. Concerns Acme should be responsible for any trademark, US patent, copyright, proprietary right, trade secret and intellectual property Phrase “whatever nature” too vague GCGH does not agree to have its own proprietary information or website be the property of Acme

+ GCGH – Section 9.1 Limitation of Liability 9.1 LIMITATION. VENDOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF VENDOR TO GCGH FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO VENDOR BY GCGH UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT. Concerns Acme needs to be responsible for its’ work Example: HIPAA violations, patient calendars lost due to software errors

+ GCGH – Section 10.4 Cessation of Use 10.4 Cessation of Use. Upon termination of this Agreement, GCGH shall cease using the Solution and Documentation and promptly return all copies of the Solution, Documentation and all other Confidential Information in its possession or control. GCGH shall delete all copies of such materials residing in on or off-line computer memory, and destroy all copies of such materials that also incorporate GCGH's Confidential Information. GCGH shall, within five (5) days from the effective date of the termination, certify in writing by an officer or director of the GCGH that all copies of the Solution and Documentation have been returned, deleted or destroyed. Concerns GCGH believes it owns the solution Too restrictive: prevents reasonable migration to another host vendor

+ Acme – Section 1.6 Downtime Definition “Downtime” is the period in which packets are not being sent and received properly from Vendor servers, with the exceptions noted in Section 11 herein. Concerns Definition is too vague Lost packets are not an accurate portrayal of unavailability More specific definition of downtime; site unavailability for 15 minutes

+ Acme – Section 4.6 Return on Investment 4.6 Vendor represents and warrants that GCGH will achieve an annual 5% return on investment within the first 3-years of use and will also guarantee that GCGH shall generate 20% increase in website traffic within four (4) months of the Delivery Date. Concerns: Acme cannot guarantee any ROI or any increase in website traffic. Acme can only guarantee a high quality website which will be attractive to new visitors and provide more services than any other hospital website in the area.

+ Acme – Section 10.3 GCGH Entering Premises GCGH shall have the right to immediately enter Vendor's premises, access Vendor's computer systems and to seize any copies of the Solution or Documentation or any modifications or materials derived thereof. Concerns: GCGH should not have the right to access Vendor’s computer systems or to enter premises without Acme’s permission. Acme has other solutions and documentation, as well as in the system which Vendor can give the Solution and Documentation to GCGH. It will be in escrow anyway, so there is no need for GCGH to enter premises.

+ Acme – Section 12.2c Escrow 12.2 The parties agree that the source code will be released from escrow: c. Temporarily, if Vendor fails to correct or provide a workaround for a business-critical error in the Solution for a period exceeding 1 calendar day, and for the length of time needed for GCGH or Vendor to correct or provide a workaround for such error. In either case, GCGH may use such copy of the Source Code solely for purposes of supporting GCGH’s use of the Solution pursuant to the License; GCGH may not make or distribute copies of the Source Code, nor create derivative works based thereon, or make or distribute copies of such derivative works, except to the extent necessary for such purposes. Concerns One (1) calendar day is too short Vendor should have more time to resolve the issue before having to release source code GCGH should work with Vendor to resolve issue in accordance with established Change Control processes

+ Appendix Other Contract clarifications required prior to signing SLA’s SaaS, ASP, and Cloud computing information Warranty

+ GCGH Other Contractual Sections Requiring Negotiation Section 2.1: License Section 2.2: 2500 concurrent users needs to be vetted Section 3.1:10 days to perform UAT is too short Section 3.2: Training not aligned with RFP intent Section 3.4: Upgrades are not GCGH’s responsibility according to RFP Section 3.5.1: Environment is not responsibility of GCGH Section 4.2: Fees: Need to negotiate

+ GCGH Other Contractual Sections Requiring Clarification Section 4.3: Audit records at GCGH will not be allowed Section 4.4: Taxes; need to discuss further Section 4.5: Time is of the essence; dates are misaligned Section 7.2: Disclaimer is one sided Schedule A: Date is incorrect Schedule B: Misaligned with RFP

+ Acme Startup Other Contractual Sections Requiring Clarification 1.11 Solution Definition for upgrades and enhancements 2.3 Cannot separate based on Phase 2 award 3.2 Must have a cap on the number of training events Acme will host and maintain the system 10.2(ii) six months is too short 10.2(i) 180 days is too short 10.3 Liquidated damages minimum of $100k is too high 11.2 credit amount is too high 12.2a any bankruptcy chapter does not protect if trying to bring company back 12.2c 1 calendar day too short 12.2b 2 months in a year for SLA breach is too short 14.6 Georgia Law

+ GCGH SLA: 2 Other Approaches to Negotiate Approach 1 Instead of rewarding Acme with credits for meeting certain service performance levels, GCGH can move to a different model based upon how quickly Acme resolves issues Approach 2 GCGH should be prepared to trade something in the contract that is important to Acme in return for meeting certain items in the SLA that is important to GCGH

+ GCGH Warranty Role Liabilities must be reasonable for both sides Unlimited is unreasonable Contrary, scope should not be too narrow Existing Agreement does not provide enough protection for GCGH 7.2 Vendor does not warrant the functionality of the system 7.4 As-Is disclaimer creates an override on any protection No protection for intellectual property infringement No protection for viruses and disabling mechanisms The Warranty period should have an end-date to protect the Vendor

+ GCGH ASP ASP System is hosted and licensed by the Vendor Software integration is the responsibility of the Vendor Costs are more operational than capital Resourcing is the responsibility of the Vendor Control exists with the Vendor instead of the Client Security and privacy risks regarding data

+ GCGH Cloud Computing Advantages: Cost scales by size of data, with unit prices decreasing with increased size Hosted by Amazon, backed up regularly Excellent technical support by technicians who do nothing else Reliable State-of-the-art hardware and software Excellent security Better for the environment No up-front infrastructure costs

+ SaaS Software as a Service Delivery method that provides access to software Lower cost than licensed applications  Based on monthly fee GCGH doesn't need to worry about:  Additional hardware  Installation  Set-up  Daily upkeep  Maintenance