“Participant” means an individual who is an employee covered under the Program or an eligible dependent of an employee covered under the Program.

“PEPM” is an abbreviation for “Per Employee Per Month”. For purposes of this Agreement, PEPM is defined as the applicable rate paid by Customer to Company on a monthly basis for each Employee.

"Affiliate" of any person or entity means any other person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, owns, is owned by, or is under common control with, common ownership, or common management with, such person or entity

The Program includes access to Company’s Providers to offer the Services to Participants. Specific Services offered under the Program are described in detail in Exhibit A. Services provided will be subject to the standards identified in Exhibit A and incorporated herein. The method of delivering the Services shall be via the Program, which may consist of synchronous and asynchronous communication modalities over the telephone or via a smart phone, tablet, the Internet or any other telecommunication device or network, whether now in existence or developed during the term of this Agreement. The use of Company mobile application software shall be subject to the conditions of use identified in Exhibit B.

The Providers shall be appropriately licensed, registered, and/or certified to practice in their respective healthcare professions as required under state law. Furthermore, the Providers shall be technologically proficient and trained in telehealth Services. Provider Services under the Program are not delivered by online questionnaires.

It is understood by the Parties that Company does not exercise control or direction over the means, methods, or manner by which the Providers exercise independent professional judgment in the provision of healthcare services provided through the Program and in accordance with this Agreement. The Providers deliver services based on their sole professional judgment. The Parties acknowledge and agree that the Providers shall not prescribe any controlled substances under this Agreement. Company does not guarantee any Participant will receive a prescription.

Company and each Provider will prepare and maintain medical records in accordance with all applicable federal, state and local laws and regulations. All medical records generated under the Program shall be the property of Company.

Only Participants who have completed the necessary steps to create a legally mandated Provider-patient relationship (as described in Exhibit A) will be eligible to receive Services under the Program.

Use reasonable efforts to internally promote the Program and educate and engage Participants at the prices outlined in this Agreement, using Company’s Program content and materials (“Program Content”). Customer may provide Program Content to Participants by emailing, handing out, and/or posting Program Content in high-visibility areas, as well as uploading Program Content to Customer’s corporate intranet and HR sites and including Program Content in open enrollment and new hire materials. Customer acknowledges it has no authority to modify Program Content without the prior written approval of Company. In addition, Customer hereby authorizes Company to provide Program Content directly to Participants and to communicate directly with Participants for the purpose of: (A) promoting the Program to the Participants; and (B) treatment, payment, and health care operations of Company.

At a minimum, co-promote Company’s Services to Customer’s Program-eligible population within the first twelve (“12”) months of usage (specific dates to be determined) via:

Cooperate with Company regarding onboarding and implementation of the Program within sixty (60) days of the Execution Date. Onboarding and implementation processes are flexible and are defined based on the individual needs and direction of Customer.

Customer will reasonably cooperate with Company in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Company may reasonably request to assist in its provision of the Services. This shall include provision of membership verification files, in the format requested by Company, for each Participant upon the Participant’s initial eligibility for the Program and thereafter within a reasonable time period after a request from Company. Such files shall include Participant names, emails, dates of birth, genders, addresses, phone numbers, and any other information required to ensure timely billing. Each Customer Participant of the Services must (a) be a current employee (or covered dependent), or a consultant, contractor or agent of Customer using the Services only on Customer’s behalf, and (b) be bound by the conditions of use set forth in Exhibit B. Customer will be directly responsible to Company with respect to all actions and/or inactions of its Participants of the Services.

Customer represents as follows, and shall notify Company within five (5) business days upon becoming aware any of the representations below is no longer correct:

Subject to the terms and conditions hereof, Company will provide reasonable support to Customer for the Services as described herein. Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer will notify Company of the name, title and contact information of Primary Contact within seven (7) days of the Execution Date. Customer may change the individual designated as Primary Contact at any time by providing written or email notice to Company.

Customer understands, acknowledges and represents that (i) the Program is being offered as a benefit to Customer’s employees and their dependents and may be part of an existing group health plan or create a stand-alone group health plan, as defined under applicable laws (the “Customer Health Plan”), and (ii) Customer is solely responsible for complying with the Employee Retirement Income Security Act (“ERISA”), the Patient Protection and Affordable Care Act (“PPACA”), the Health Insurance Portability and Accountability Act (“HIPAA”), and other applicable law governing the Customer Health Plan, including, without limitation, any legal requirements or rules relating to annual or lifetime benefit limits, preventive care, maximum out-of-pocket or cost-sharing restrictions, continuation coverage requirements (including, without limitation, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), eligibility for contributions into a health savings account (“HSA”), and any required coordination of the benefits provided through the Program with the benefits provided under the Customer Health Plan or any other benefit plan sponsored by Customer, as well as the tax treatment of the benefits provided under the Customer Health Plan and the Program.

Customer understands and acknowledges that participation in the Program may make a Participant ineligible to make or receive contributions in an HSA. Customer agrees that to the extent Customer desires to preserve HSA eligibility for its employees, Customer shall communicate such to Company prior to the Effective Date and Customer will work with Company to develop an alternate fee structure for employees enrolled in a High Deductible Health Plan (“HDHP”), as needed. Customer shall be solely responsible for providing Company with current, up-to-date enrollment information for employees enrolled in HDHPs.

Provide Customer with access to the Services through in-person interactions, telephone and/or the Internet, solely for Customer’s internal use (and the internal use of Customer’s Participants), subject to the other terms and conditions of this Agreement. The Services are subject to modification from time to time at Company’s sole discretion, for any purpose deemed appropriate by Company. Company will use reasonable efforts to give Customer prior written notice of any material modification.

Provide and grant to Customer a non-exclusive, non-transferable, limited license to use the Company branded Program (including all materials developed or provided to Customer by Company related to the Program, its marketing, implementation and use) during the term of this Agreement. Notwithstanding the foregoing, Company’s toll-free telephone number shall not be a dedicated number solely for Customer’s Participants, and the telephone number shall remain property of Company at all times, including following termination of this Agreement.

Provide and maintain an adequate system, forms, and other resources for Participants to: (a) complete the required medical history disclosure form, and (b) access and agree to Company’s informed consent form and other required patient agreements.

Maintain a file of the Participants’ information and update the file periodically with information provided by Customer as new Participants are added;

If Customer requests Company’s physical presence and participation in onsite activities such as health fairs, annual enrollment, benefit training, etc., commercially reasonable efforts will be made to accommodate Customer’s request. Company will bill Customer for usual and customary travel expenses including food, lodging, and transportation within ten (10) days after the onsite visit has occurred. Referral training will be provided to any applicable onsite healthcare providers or call center resources at Customer’s request.

Maintain reasonable procedures to confirm Providers are duly licensed and qualified to practice their respective professions in the state where the Services are provided.

Provide to Customer Program Content as described in Section 4 above.

Company represents as follows, and shall notify Customer within five (5) business days upon becoming aware any of the representations below is no longer correct:

Customer agrees to pay Company the fees specified in Exhibit C, incorporated herein by reference. Company shall invoice Customer by the twentieth (20th) day of each month for the PEPM fees for the month and for Program Services provided in the period covered by the invoice. The invoice and fee calculations shall be based on (a) the reporting file Customer shall send to Company on the 1st day of each month in accordance with Section 7.2 below, and (b) fees for Services subject to other fees as identified in Exhibit C that were provided in such period covered by the invoice. Customer will be charged fees for Services provided to each Participant, regardless of whether a Participant is an employee or a dependent.

The reporting file provided by Customer on the 1st day of each month shall identify the current number of employees. Calculation of the PEPM fee is based on the number of total employees in such month times the rate identified in Exhibit C. Should the total number of employees identified in any given month deviate by fifteen percent (15%) or more from the number of employees provided in Exhibit C, Company reserves the right to adjust the PEPM fee with thirty (30) days’ prior written notice to Customer. Customer shall have fourteen (14) days from the date of such written notice to confer with Company regarding the PEPM fee change; should Customer fail to contact Company within such fourteen (14) day period, Customer will be viewed as accepting the PEPM fee change.

Invoices shall be electronically mailed to Customer at the address set forth in the Notice Section of this Agreement. Customer shall pay such fees in full net fifteen (15) days of receipt of said invoice. Payment shall be made via ACH or electronic means. Customer specifically acknowledges and agrees it is responsible for paying all applicable PEPM fees and other fees identified herein to Company. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding taxes based on Company's net income) unless Customer has provided Company with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Company on account thereof.

If Customer fails to make any required payment within forty-five (45) days of the date of Company’s invoice, Company shall have the right to cancel the Program. Unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.

Either Party may terminate this Agreement upon thirty (30) calendar days’ prior written notice in the event of any material breach of this Agreement by the other Party, including Customer’s failure to make a required payment in accordance with Section 7.4.

Immediate Termination. Either Party may terminate this Agreement immediately without notice to the other Party upon the occurrence of any of the following events: (i) the other Party is listed by a federal agency as being disbarred, excluded, terminated, or otherwise ineligible for federal healthcare program participation; (ii) the other Party discontinues operations for at least fifteen (15) days or loses its required licensure or accreditation; or (iii) the other Party files a petition in bankruptcy, or makes an assignment for the benefit of creditors; if any involuntary petition in bankruptcy or petition for an arrangement pursuant to any bankruptcy laws is filed against the other Party and is not dismissed within ninety (90) days; or if a receiver is appointed for the business of all or part of the other Party.

Effect of Termination. To the extent the Parties entered into any licensing or other agreements regarding the Program, such agreements shall immediately and automatically terminate concurrent with this Agreement. Within ten (10) days of the termination or expiration of this Agreement, each Party shall return to the other all equipment, software, and confidential information of the other Party, and Customer shall pay in full all fees due to Company.

Suspension of Services. Company may, in its sole discretion, immediately suspend or terminate Customer’s access to the Services for any of the following reasons (a) to prevent damages or risk to, or degradation of, the Services; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect Company from potential legal liability; or (d) in the event an invoice remains unpaid for more than forty-five (45) days from the invoice date. Company will use reasonable efforts to provide Customer with notice prior to or promptly following any suspension of the Services. Company will promptly restore access to the Services as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on Company to monitor use of the Services. Company may also terminate or suspend access of Customer or any Participant for violation of the conditions of use as set forth in Exhibit B.

Early Cancellation. After the Initial Term, either Party may terminate this Agreement at any time by providing the other Party written notice of non-renewal. Written notice of non-renewal from the Employer must be delivered to contracts@vitablehealth.com at least one hundred and twenty (120) days prior to the end of the then-current Subscription Term period (the “Renewal Notice Date”). Failure to deliver timely notice of non-renewal on or before the Renewal Notice Date shall result in automatic renewal of such Ordering Document. Vitable will not provide any refunds of prepaid fees or unused Subscription Fees.

Each Party agrees that it is solely liable for any breach, negligence, misrepresentation, error, omission, or malfeasance by its employees, agents and representatives concerning the Program, or otherwise, made by such Party in fulfilling its obligations under this Agreement. Each Party agrees to indemnify and hold harmless the other Party, its directors, officers, affiliates, employees, agents, representatives, successors and assigns from and against any damages, losses, liabilities, settlements, expenses (including without limitation costs and attorneys’ fees) and regulatory fines or assessments, in each case, that are paid or payable to un-Affiliated third parties or regulatory agencies in connection with any claim or action that alleges any (i) infringement, violation or misappropriation of any intellectual property or proprietary right(s) in connection with this Agreement, including, without limitation, in connection with distribution and/or analysis thereof through the Services, and/or (ii) violation of applicable law(s) and/or regulations by Party in performance of its obligations and/or exercise of its rights pursuant to this Agreement; provided that the Party seeking indemnification promptly notifies the indemnifying Party of the event triggering indemnification. The indemnifying Party shall have control over the defense and settlement of any lawsuit pertaining to the event triggering indemnification, and the indemnified Party shall provide reasonable assistance with respect to such defense and settlement. “Affiliate” means any entity controlling, controlled by, or under common control with a Party, where “control” means the ownership of more than 50% of the voting securities in such entity. The foregoing obligations do not apply with respect to portions or components of the Services provided by Company (i) not created by or on behalf of Company, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are modified by Customer after delivery by Company, (iv) combined with other products, processes or materials by the Customer where the alleged infringement arises out of such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement and all related documentation.

During the performance of Services under this Agreement, Company and Customer shall each maintain general and professional liability insurance in amounts of not less than One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate for professional liability, commercial general liability, workers compensation, and cyber & privacy.

Company IP. Company’s “Intellectual Property” shall mean the Services (as defined in Exhibit A), Documentation (as defined in Exhibit B), and all discoveries, ideas, concepts, designs, inventions (e.g., compositions of matter, machines, processes, algorithms, models, protocols, formulae, methods of doing business), source code, improvements, works, works of authorship (e.g., computer programs and associated documentation, drawings, flow charts, schematics and other works subject to copyright, design right or other like protection), trade secrets, patents, registered designs, works, copyrights, registrations, applications, and other intellectual property of Company. Company’s Intellectual Property shall also include its technology, knowledge and work product relating to the Services and Documentation, including formulation, design, ideas, inventions, innovations, discoveries, concepts, processes, techniques, architecture, user interfaces, know-how, engineering and research data, proprietary clinical service protocols, algorithms, database design and architecture, templates and associated macros, expert-developed content for patient care management, monitoring and reporting, medical record databases, preclinical and clinical data, specifications, drawings, diagrams, descriptions, reports, and records. Customer understands, acknowledges, and agrees it has no right to transfer or reproduce the Services, in whole or in part, or prepare any derivative works with respect to, or disclose Confidential Information pertaining to any Services or Intellectual Property. Customer further acknowledges and agrees that Company owns all right, title, and interest in and to the Services, Documentation, and Intellectual Property including any changes or modifications or improvements made thereto in connection with or independent of this Agreement. Under no circumstances will Customer be deemed to receive title to any portion of the Services or Intellectual Property, title to which at all times will vest exclusively in Company. This includes any suggestions or requests for changes or modifications or improvements made by Customer to Company, in writing or otherwise, it being agreed and understood that any such changes, modifications, or improvements are derivative of Company’s proprietary Services, and “know-how.” Customer will preserve all Services, and Intellectual Property from any liens, encumbrances, and claims of any individual or entity. Customer will not use any Confidential Information disclosed by Company to Customer to contest the validity of any intellectual property rights of Company or its licensors. Any such use of Company’s Confidential Information or data will constitute a material, non-curable breach of this Agreement. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Except as expressly set forth herein, this Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or related software, or any intellectual property rights.

Customer Content. Customer grants Company a non-exclusive, world-wide, royalty-free license to use the data and other information input by Customer on the landing page (the “Content”) for purposes of performing this Agreement, as directed or instructed by Customer and its Participants (e.g., in the context of support requests), Customer policies, and/or applicable law. Customer will be responsible for obtaining all rights, permissions, and authorizations with respect to the Content for use as contemplated under this Agreement. Except for the license granted in this Section, nothing contained in this Agreement will be construed as granting Company any right, title, or interest in the Content. Customer shall retain a copy of Content outside the Services. Customer shall comply with all intellectual property, marketing laws, advertising laws, privacy laws, and all other laws and regulations related to the Content and shall comply with all legal duties applicable to Customer. Customer shall provide the relevant Participants with all information or notices Customer is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such Participants as required by such laws. Company and Customer shall apply reasonable technical, organizational and administrative security measures to keep Content protected in accordance with industry standards. Customer is solely responsible for the configuration of its Service account and configuration, operation, performance and security of its equipment, networks and other computing resources, including its gateways or other devices and networks used to connect to the Services. This Section states Company’s exclusive obligations with respect to Content.

Usage Data. Subject to any applicable restrictions under HIPAA, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information concerning Content and data derived therefrom), and Company may (a) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregated or other de-identified form in connection with its business, provided such data does not include (directly or by inference) any information identifying Customer or any identifiable individual. No rights or licenses are granted except as expressly set forth herein. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content provided by or on behalf of Customer and/or its Participants and the intellectual property rights with respect to that Content. If Company receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party or any applicable law or regulation (a “Claim”), Company may (but is not required to) suspend activity hereunder with respect to that Content. Unless and until Customer notifies Company to the contrary in writing, Company is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion, and to place Customer’s name and logo on its website and marketing materials for this purpose.

Third Party Data. The Services and Documentation may contain material, data, or information provided by third parties (“Third Party Data”). Company does not control Third Party Data and is not responsible for its content. Company’s inclusion of Third Party Data in the Services does not imply any endorsement of the information and Company makes no representations or warranties with respect to any Third Party Data.

Feedback. Customer may provide suggestions, comments or other feedback (collectively, “Feedback”) to Company’s Services. Feedback is voluntary. Company may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer grants Company an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with Company’s business, including the enhancement of the Services.

Branding, Communications & Marketing Use. Customer grants Company a non-exclusive, royalty-free, revocable, worldwide license to use Customer's name, trademarks, and logos (collectively, "Brand Assets") for the following purposes: (a) email communications sent by Company on behalf of Customer for onboarding, promotion of the Services and Program, and related communications to eligible Participants, and (b) inclusion in Company's website, sales materials, investor decks, and other promotional content identifying Customer as a user of the Services. This includes use of the Customer's name to indicate the origin of promotional messages and use of Customer's logo in such communications, provided that such communications disclose that they are sent by Company on behalf of Customer. In addition, Company may use Customer's comments, care studies, or endorsements in its promotional materials. Customer may revoke permission for use of its logo with thirty (30) days' written notice. Upon receipt of such notice, Company shall discontinue use of Company's logo in new communications and shall take commercially reasonable steps to cease use of Company's logo in existing communications.

Proprietary Information. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Notwithstanding the foregoing, the Services are Company’s Proprietary Information, and the Content provided by Customer is Customer’s Proprietary Information.The Receiving Party agrees: (i) except as expressly provided herein, not to divulge to any third party any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and contractors with a need to have access thereto for purposes of this Agreement (and who are bound by written confidentiality obligations as protective of the Disclosing Party’s Proprietary Information as this Agreement), and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party (to the extent legally permissible) gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Notwithstanding anything to the contrary, and subject to Company’s then-current Privacy Policy (available at https://vitablehealth.com/terms) (the “Privacy Policy”), Company may collect data with respect to, use, and report on, the aggregate response rate and other aggregate measures of the Services’ performance and Customer’s usage of the Services (including without limitation, the Content); provided that Company will not identify (or disclose any information or data that could reasonably be used to identify) Customer or any individual without Customer’s prior written consent. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors and/or acquirers.

Privacy and Security Compliance. The Parties shall comply with all applicable federal and state laws and regulations relating to the maintenance, uses and disclosures of protected health information, including without limitation the Health Insurance Portability and Accountability Act of 1996, as codified at 42 USC § 1320d through d-8, as amended, including federal privacy regulations and security standards (“HIPAA Requirements”). The Parties shall enter into any further agreements as necessary to facilitate compliance with the HIPAA Requirements, including the Business Associate Agreement between Company and Customer included in Exhibit D.

Customer Warranty. Customer represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement and to grant the license set forth in Section 12.2 (Customer Content); (b) any Content provided by Customer for use in connection with the Services does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of applicable foreign, federal, state and local laws, rules and regulations (including but not limited to applicable policies and laws related to spamming, such as CAN-SPAM, privacy, and consumer protection); (c) its use of the Services will be in compliance with all applicable law; (d) neither Customer nor any Participants shall make any representations with respect to Company, the Services, or this Agreement (including, without limitation, that Company is a warrantor or co-seller or provider of any of Customer’s services); and (e) neither Customer nor any of its respective officers, directors, employees, or contractors is or has ever been: (i) convicted of a criminal offense related to health care or the provision of items and services payable by a federal or state health care program (for example, Medicare and Medicaid); (ii) assessed civil money penalties for an offense related to health care or to the provision of items or services payable by a federal or state health care program; (iii) excluded from participation in any federal or state health care program; or (iv) excluded by any federal agency from receiving federal contracts. Customer shall notify Company immediately of any breach of any representation or warranty in this section or any other section under this Agreement or of any information or situation which could reasonably lead to a breach of this section.

Company Warranty. During the Term, Company represents and warrants the Services will substantially comply with the specifications, if any, described in the then current Documentation. In the event of a breach of the warranty, Company’s sole and exclusive liability and Customer’s sole and exclusive remedy will be to provide restored or replacement service which conforms to this warranty. In the event Company is unable through reasonable efforts to provide restored or replacement service within thirty (30) calendar days from receipt of notice from Customer of the failure of the Services to comply with the warranty, Customer may elect to terminate this Agreement and receive a pro-rated refund of any pre-paid, unused recurring fees for the non-conforming aspect of the Services.

Generally. Other than as provided in this Agreement, neither Party will use for publicity, promotion or otherwise, any logo, name or mark of the other Party without that Party’s prior, written, express consent. Notwithstanding the foregoing, Company may use, without Customer’s consent, Customer’s name, logo and marks in marketing materials shared with individual prospective customers to identify Customer as a user of Company’s Services, but may not use Customer’s name, logo and marks in publicly shared materials unless Company receives Customer’s prior, written, express consent or Company follows the requirements of Section 23.2 or Section 23.3 below. Neither Party shall disclose the specific terms of this Agreement (including pricing) to any third party.

Press Releases. Upon execution of this Agreement, the Parties shall collaborate on creation and distribution of a joint press release announcing their business relationship to be issued after the Execution Date, at a time mutually agreed to by the Parties. The written approval of both Parties will be required before the dissemination of any such press release. If Customer is satisfied with the Services provided, then Customer agrees to additional press releases, case studies, presentations, and other marketing and promotional materials in conjunction with Company.

Promotional Communications. Company shall submit for Customer review any new promotional communications that substantially feature Customer's Brand Assets. Customer shall have five (5) business days to review and object to such communications. Customer's failure to timely respond shall constitute approval of such communications.