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PALADINA HEALTH CLIENT AGREEMENT <br /> THIS MANAGEMENT AND PROFESSIONAL SERVICES AGREEMENT (the <br /> "Agreement") is entered into on this 1 st day of March, 2021 ("Effective Date") by and between <br /> the City of Decatur,Illinois("City of Decatur"or"Client")and Paladina Health,LLC,a Delaware <br /> limited liability company, its affiliate and subsidiaries, including but not limited to, Activate <br /> Healthcare, LLC and Healthstat, Inc. (collectively "Paladina"). Client and Paladina are each <br /> individually a"Party"and collectively the"Parties"to this Agreement. <br /> RECITALS <br /> WHEREAS,Paladina provides comprehensive primary care medical services to employees <br /> and dependents of employees via on-site and/or near-site clinics; <br /> WHEREAS, Client maintains a health plan for eligible participating members and desires <br /> to offer to its members on-site primary care services; <br /> WHEREAS, Client wishes to offer to its employees and their eligible dependents the <br /> comprehensive primary care medical services offered by Paladina; and <br /> WHEREAS, Client and Paladina wish to memorialize their agreement as set forth below. <br /> THEREFORE,for good and valuable consideration the sufficiency and receipt of which is <br /> hereby acknowledged by the parties,the parties agree to the following terms and conditions: <br /> TERMS AND CONDITIONS <br /> 1. Definitions. The following terms used in this Agreement are defined as follows: <br /> 1.1 "Paladina Clinic"means the health and wellness clinic which is built out by Client <br /> and managed by Paladina on behalf of Client and available for use by enrolled Members. The <br /> Paladina Clinic hereunder shall be located at a to be determined location. <br /> 1.2 "Paladina Services"means Paladina's suite of services described in Section 3.1 of <br /> this Agreement. <br /> 1.3 "Clinic Opening Date" means the date documented on which Members first have <br /> access to a Paladina Clinic to be agreed to by the Parties. <br /> 1.4 "Confidential Information"means (a) any technical and non-technical information <br /> related to either Paladina's business and current, future and proposed products and services of <br /> Paladina or its existing or proposed affiliates; (b) all intellectual property, discoveries, designs, <br /> developments, improvements,inventions(whether or not protectable under patent laws),works of <br /> authorship, information fixed in any tangible medium of expression (whether or not protectable <br /> under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade <br /> secret laws), mask works, trademarks, service marks, trademarks, information concerning <br /> research, product development or design; (c) business plans or planning, financial information, <br /> procurement requirements, engineering and manufacturing information, customer or employee <br /> lists and information, business forecasts, sales information, marketing plans and other business <br /> 1 <br />