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HomeMy WebLinkAboutC18-245 Healthbreak Inc4818-0392-5349.3 FOURTH AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND HEALTHBREAK, INC. THIS FOURTH AMENDMENT (“Fourth Amendment”) is effective as of the 1st day of August, 2018 by and between Healthbreak, Inc., a Nebraska corporation (hereinafter “Healthbreak”) and Eagle County Colorado, a body corporate and politic (hereinafter “Client”). RECITALS WHEREAS, Client and Healthbreak entered into an agreement dated the 16th day of October, 2012, for certain Services (the “Original Agreement”); and WHEREAS, through a First Amendment dated the 16th day of October, 2014 the parties modified the scope of Services and compensation of the Original Agreement; and WHEREAS, through a Second Amendment dated the 10th day of April, 2015 the parties further amended the Original Agreement; and WHEREAS, through a Third Amendment dated the 16th day of October, 2015 the parties further amended the Original Agreement; and WHEREAS, Client and Healthbreak desire by this Fourth Amendment to further expand the scope of Services and compensation as set forth in the Original Agreement and any amendment thereto (collectively referred to as the “Services Agreement”). FOURTH AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: I. SimplyWell LLC. SimplyWell LLC, a Nebraska limited liability company shall now be referred to as SimplyWell, Inc., a Delaware corporation (referred to herein as “SimplyWell”). II. Exhibits. Exhibits A-2 and B-2 to the Services Agreement shall be shall be deleted in their entirety and replaced with Exhibits A-3 and B-3 which are attached hereto and incorporated herein by reference. This Amendment incorporates definitions attached in Exhibit C. In the event that this Agreement more specifically defines terms in Exhibit C, the definition in the Agreement controls. III. Reporting. Healthbreak shall provide Client with relevant reporting regarding Healthbreak Services as specified in the Service Specifications attached hereto as Exhibit A-3. Unless otherwise specified or unless reporting is available on-demand by Client, reporting shall be provided after each anniversary date of this Amendment. Client may request additional reports and if Healthbreak is able to provide such reports, additional fees may apply and Healthbreak and Client will use good faith efforts to agree to the amount of such fees before any such DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 2 additional reports will be produced by Healthbreak. The content and format of such reports shall be at the sole discretion of Healthbreak. IV. Client Responsibilities. Section 2 of the Services Agreement is hereby replaced in its entirety with the following: 2. Client Responsibilities. The Client agrees to: (a) Implementation and Provision of Data. The process of preparing to deliver Healthbreak Services under the Services Agreement is referred to as the “Implementation” process. Client shall designate an “Implementation Coordinator” to work with the designated Healthbreak service team during the Implementation process. The “Implementation Period” is the period between the date of the effective date of the Fourth Amendment and the “Launch Date” for Healthbreak Services, as more specifically outlined in the Fee Schedule attached hereto as Exhibit “B-3”, but shall be no less than ninety (90) days. The Launch Date for Healthbreak Services is the date on which Client’s “Eligible Members” may first access, use, or enroll in Healthbreak Services. For purposes hereof, “Eligible Members” shall mean those benefit eligible employees, spouses, or domestic partners as defined in the Fee Schedule attached hereto as Exhibit “B-3”. During the Implementation Period and as otherwise required under the Services Agreement, Client shall timely provide to Healthbreak and SimplyWell all data and other information (i.e. census files) requested and reasonably necessary for the performance of Healthbreak Services as well as coordinate with third party vendors for the provision of data of Client if applicable. (b) Census Eligibility File. Client understands that a “Census Eligibility File” containing the required data on all Eligible Members is necessary for the performance of Healthbreak Services. For purposes hereof, “Census Eligibility File” means a data file listing of persons including all of the data fields necessary for a person to be identified as an Eligible Members of Client that meet any of Healthbreak and SimplyWell’s guidelines and conditions associated with Electronic File Transfer via secured server (the “Census Eligibility Management Specifications”). Client further agrees as follows: (i) Client will provide the Census Eligibility File in accordance with Healthbreak’s and SimplyWell’s Census Eligibility Management Specifications no later than sixty (60) days prior to the earlier of the first scheduled screening event or program start date. (ii) Client is responsible for identifying and notifying Healthbreak of all persons who are Eligible Members in file format in accordance with the census specifications document and Client business requirements document (both of which must be signed off by the Client annually). DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 3 Client understands that Healthbreak will only load files which strictly comply with the terms of the aforementioned documents and all other files will be deemed “unloadable”. Services will be available to all persons included on the Census Eligibility File and Client will be responsible for payment for all Eligible Members provided on the Census Eligibility File and all individuals included on the Census Eligibility File shall be considered Eligible Members. Healthbreak Services hereunder are only available to Eligible Members that are at least eighteen (18) years of age and Client agrees that it will not include anyone under the age of eighteen (18). (iii) Client agrees that, upon request, Client will verify the eligibility status of any person seeking Healthbreak Services and, if deemed eligible, provide the same data as is required for the Census Eligibility File. All Participants shall be Eligible Members of Client. For purposes hereof, “Participant” shall mean an Eligible Member who elects to participate in any services available hereunder. (c) Incentives. Client may provide an “Incentive Reward” that encourages Eligible Members to become Participants hereunder. For purposes hereof, “Incentive Reward” means a financial inducement arranged, funded, or provided by Client designed to encourage Eligible Members to participate in the programs offered hereunder, and may include, but is not limited to, payroll deduction premium credits, cash, paid time off, and/or gift cards. Healthbreak shall support Client in determining which parties are eligible to receive the Incentive Reward and Client agrees to provide Healthbreak with the Incentive Reward requirements at least forty-five (45) days prior to any Launch Date hereunder. Client shall be solely responsible for the actual administration of the Incentive Reward. (i) Healthbreak will provide Client with recommendations for a standard options for incentive reporting and the selected components of the Incentive Design within the following categories: health profile, care, education, activities, and outcome (collectively “Incentive Design components”) which comply with the provisions of 26 Code of Federal Regulations (“C.F.R.”) Section 54.9802-1(f), 29 C.F.R. Section 2590.702(f), or 45 C.F.R. Section 146.121(f), as applicable. For purposes hereof, “Incentive Design” means the incentive program design provided by Healthbreak or SimplyWell, which includes pre-assigned components and point values, and includes the general population, new hires and pregnancy programs. (ii) If Client modifies or alters Healthbreak’s standard Incentive Design components in any manner, regardless of whether perceived to be material or immaterial, Client expressly waives any and all claims of any type against Healthbreak related, either directly or indirectly, to offering an incentive or the Incentive Design. Client affirms that any Incentive DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 4 Design that requires the satisfaction of a Health Status Factor is intended to comply with all applicable federal, state and/or local rules or regulations, including, but not limited to, any and all applicable privacy statutes and/or statutes related to the use of lawful products or engaging in lawful conduct. For purposes hereof, “Health Status Factor” has the meaning ascribed in either or both the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”) and the C.F.R. as described in the HIPPA non-discrimination rules published December 13, 2006 at 26 C.F.R. Part 54, 29 C.F.R. Part 2590, and 45 C.F.R. Part 146. Healthbreak and SimplyWell do not and cannot provide legal advice to Client regarding the specifics of any Incentive Design or Incentive Reward. Healthbreak and SimplyWell make no representations with respect to whether the Incentive Design or Incentive Reward complies with the Americans with Disabilities Act of 1990 as amended. Client agrees that Healthbreak and SimplyWell make no representations of compliance with laws pertaining to employment, discrimination, disability, and other related law as it relates to the Incentive Reward, the administration of the Incentive Reward, and the program design, and Client shall rely solely on advice of its own counsel with respect to the applicability of such laws and expressly waives any and all claims against Healthbreak and SimplyWell arising from any alleged or actual non-compliance with such laws. Furthermore, Client shall rely solely on the advice of its counsel in making a determination of whether or not the selected services are subject to the Employment Retirement Income Security Act. (iii) Client waives any and all claims of any type against Healthbreak and SimplyWell related to any data or information received by Healthbreak or SimplyWell from any third party that Client requests to be included by Healthbreak or SimplyWell in any reports used by Client or in data files sent to any other party (at the request of Client) for incentive fulfillment or to support payment or distribution of Incentive Rewards of any kind or type, for claims analytics, or for Disease Management. For purposes hereof, “Disease Management” means a program under which any employed or contracted registered nurses, registered dieticians, physicians, or other health care practitioners of Healthbreak or SimplyWell, who interact with Participants for purposes of health management, seek to engage Eligible Members identified with a targeted chronic condition in receiving information relevant to evidence-based medical standards regarding treatment, consultations, testing and medication protocols as generally accepted by the medical community, to encourage consultation with appropriate medical providers and care management plans and collaboration with an Eligible Member’s physicians regarding same. (d) Communications to Eligible Members. Client is responsible for providing its Eligible Members with adequate and accurate communications about the wellness program and its incentive rewards. Healthbreak will provide DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 5 Client with recommended communication templates that can be edited by Client. Client is solely responsible for any edited content and distribution of the communication materials. (e) Participant Consent Form. Eligible Members who desire to become Participants shall sign the Consent to Participate Form. Notwithstanding the foregoing, participation in the Healthbreak and SimplyWell program or acceptance of Services in any manner is deemed consent to participate. Client shall ensure that all necessary or required consents or authorizations (other than the Consent to Participate) are obtained from Eligible Members at its own expense. (f) Compensate Healthbreak as described in Paragraph 3 below. V. Notices. The contact information for the Client under section 12. Notices shall be replaced with the following: Eagle County Government Angelo Fernandez 500 Broadway P.O. Box 850 Eagle, Colorado 81631-0850 970.328.8796 angelo.fernandez@eaglecounty.us VI.Additional Provisions. In addition, the following new Sections shall be added to the Services Agreement: 16. Use of De-Identified Data. SimplyWell and Healthbreak shall have the right to use the data, health and lifestyle status metrics, and other results of its Services under the Services Agreement in such a way that neither Client nor any Eligible Member or Participant is identifiable. 17. License to the Software. Client acknowledges that Healthbreak has secured a license to resell SimplyWell’s platform whereby Healthbreak shall grant Client and each Authorized User a personal, nonexclusive, non-transferable limited license to use the Software during the Term of the Services Agreement solely for the purposes of accessing and using the Services provided under the Services Agreement (the “Software License”). For purposes hereof, “Authorized User” means a person who is authorized by SimplyWell and Healthbreak to use the software websites of SimplyWell and Healthbreak. “Software” means any and all programs and operating information of SimplyWell and Healthbreak, including without limitation any Member Portal, health management systems, and the Member and Employer Portal. Client may not modify or alter any of the content, information, or documentation contained on the Software other than the data entries that are expressly contemplated and permitted by the Software to be entered by Client. The Software License granted hereby authorizes the use of the Software by Members during the Term of the Services Agreement, subject to the terms DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 6 and provisions hereof, including the requirement that Authorized Users (including Eligible Members) individually accept the “Terms of Use” and Consent to Participate prior to being provided access to the Software. 18. SimplyWell and Healthbreak Obligations Regarding the Software. a. Member Support: The Healthbreak Health Center is available to assist Eligible Members with questions, account registration and password resets by calling toll-free using 888- 833-5828 during Normal Business Hours (7am-7:30pm M-Th CST and 7am-6pm Fridays CST). The Health Center is not open on Federal Holidays. The average time to answer a voice call in the Health Center will be less than 240 seconds during the Annual Service Period. b. Maintenance of the Software: During an Annual Service Period, Eligible Members will be able to log in to the Member Portal 98% of the time (excluding scheduled downtime for maintenance or Force Majeure events). b. Hosting Location. Healthbreak shall provide its services to Client solely from data centers in the U.S. Storage of data at rest shall be located solely in data centers in the U.S. Healthbreak shall not allow its personnel or contractors to store data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. Healthbreak shall permit its personnel and contractors to access data remotely only as required to fulfill this Agreement. Healthbreak contracts with a third party for data-center or server storage. Therefore, Healthbreak must promptly provide written notice to Client regarding identity of said third party. Healthbreak acknowledges and agrees that it will maintain all responsibilities for Client data and Healthbreak agrees to ensure that all obligations, restrictions and conditions contained in this Agreement with respect to Client data also apply to said third party. c. Breach Notification and Remedies. Healthbreak shall immediately notify the Client by telephone and email in accordance with an agreed upon security plan or security procedures if it reasonably believes there has been a security incident. (i) In the case of a Breach originating from the Client, Healthbreak will provide assistance to the Client for identification and resolution, but the Client will have sole responsibility for any remediation actions necessary as a result of the Breach. (ii) Healthbreak shall promptly notify the Client within 24 hours or sooner by telephone and email, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. Healthbreak shall (a) cooperate with the Client as reasonably requested by the Client to investigate and resolve the data breach, (b) promptly implement necessary remedial measures, if necessary, and (c) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. (iii) If a data breach is a direct result of Healthbreak’s breach of its contract obligation to encrypt personal data or otherwise prevent its release, Healthbreak shall bear the costs associated with (a) the investigation and resolution of the data breach; (b) notifications to DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 7 individuals, regulators or others required by state law; and (c) complete all corrective actions as reasonably determined by Healthbreak based on root cause; all [(a) through (c)] subject to this contract’s limitation of liability. d. The Parties agree that in the event Client transitions to a software solution other than the Software, Healthbreak will reasonably cooperate with the Client in said transition. 18. License to SimplyWell/Healthbreak Materials. All materials other than Member reports, Employer Portal reports, and date-specific marketing materials available to Client through the Software, any SimplyWell or Healthbreak websites, or any materials/content provided by SimplyWell or Healthbreak (collectively, “Materials”) are licensed to Client. Healthbreak and SimplyWell grant Client a personal, nonexclusive, non-transferable license to use the Materials solely for the purposes of the Services provided under the Services Agreement (the “Materials License”). Client shall not distribute, alter or use the Materials for any other purpose. Client shall treat all such Materials as Confidential Information as defined in Section 6 of the Services Agreement. Upon the termination of the Services Agreement, Client shall discontinue use or distribution of all Materials or, if requested by SimplyWell or Healthbreak, return or destroy all such Materials to SimplyWell and Healthbreak. The Software License and Materials License are together referred to herein as the “License.” 19. License Exclusions. Except as expressly authorized herein, Client shall not: a. use the Software or any Materials except as authorized pursuant to the Services Agreement; b. cause or permit modification, reverse compilation or reverse assembly of all or any portion of the Software or otherwise attempt to learn the source code, structure, or algorithms underlying the Software; c. copy or otherwise reproduce any portion of the Software or the SimplyWell or Healthbreak Materials contained therein, except to the extent necessary for Client to use the Software and such Materials for their intended purpose, as set forth in the Services Agreement; or d. distribute, disclose, market, rent, lease, transfer, or provide or permit access to any third party any portion of the Software or the Materials. 20. Proprietary Rights. Subject to the nonexclusive License granted herein, SimplyWell and Healthbreak retain all right, title, and interest, including without limitation any and all of their respective copyrights, trade secrets, patents, trademarks, service marks, and all other proprietary rights in and to the Software and all of SimplyWell’s and Healthbreak’s respective Confidential Information. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B 8 21. Service Modification. Healthbreak and SimplyWell reserve the right to make modifications to the Services outlined herein as a result in a change in the law or for the express purpose of continuously improving the effectiveness and or efficiency of the Services. Healthbreak or SimplyWell will provide written notice to Client of any material modifications if same should occur. VII. Capitalized terms in this Fourth Amendment will have the same meaning as in the Original Agreement and amendments thereto. To the extent that the terms and provisions of the Fourth Amendment conflict with, modify or supplement portions of the Original Agreement and amendments thereto, the terms and provisions contained in this Fourth Amendment shall govern and control the rights and obligations of the parties. VIII.Except as expressly altered, modified and changed in this Fourth Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. IX. This Fourth Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager HEALTHBREAK, INC. By: _____________________________________ Print Name: _____Kathy Knudsen____________ Title: ______President______________________ DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B EXHIBIT A-3 WELLNESS APPLICATION • Client may choose from program elements including Health Profile, Care, Education, Activities and Outcomes. Members can access program resources and track their progress with the Member Portal. Health Profile Care Education Activities Outcomes • Member Health Assessment (“MHA”) • Screening • Preventive Care Compliance • Health Articles • Health Videos • Peer Challenges • Employer Challenges • Healthy Events • App & Device Steps • Health Score Bonus • Health Metric Bonus • Outcomes Metrics • Tobacco • Incentive Design: design developed with guided flexibility. • Online portal access which includes Member Portal, Employer Portal, and Mobile Access. • Unlimited inbound access to Healthbreak Client Services within Normal Business Hours. Normal Business Hours are Monday thru Friday, 8am – 5pm MST. • Support from Client Services team: o Program checkup/status calls o Annual program planning o Census file: self-managed or Healthbreak-managed through census file feeds (fees may apply for self-managed Client who require additional census data imports after primary feed, for non- standard census imports, or for census format changes. • Online MHA. • Program resources available to Members may include questionnaires, online targeted programs, online courses and online health webinars. o Members have the ability to indicate a language preference for English or Spanish within the Member Portal in select areas. Additional fees apply for the translation of unique components to each Client’s program: events, challenges and program design for each Client’s Program Year. • Digital Coaching - Unlimited digital inbound access to a team of Health Professionals during Normal Business Hours (7am-7:30pm M-Th CST and 7am-6pm Fridays CST). • Healthbreak Health Center – The Healthbreak Health Center is a health and wellness resource available for Eligible Members by calling toll-free using 888-833-5828 during Normal Business Hours (7am-7:30pm M-Th CST and 7am-6pm Fridays CST). The Health Center is not open on Federal or Healthbreak holidays. • Reports included: o Member Log-In, Participation, Engagement Activity and Challenge Participation Summaries available through the Employer Portal. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B o Metrics on Demand. Reports which are available to Client through the Employer Portal24 hours a day and 7 days a week (subject to downtime for maintenance). Reports include aggregate risk and participation data available in the Employer Portal. It can be viewed or compared with the ability to filter based on information provided in the census file. Aggregate reporting may include biometric risk factors, lifestyle risk factors, preventive services, population overview, and participation. Filters may include relationship, gender, location, employee class, employee state, health plan covered, employment status, and age. PDF reports may be generated applying the selected series and filters. o Post Assessment Report (“PAR”) which provides an aggregate breakdown of risk level for each metric or risk factor. o Cohort Population Summary- an annual report that compares a group of Members, a cohort population, between consecutive years. This cohort population must have completed a MHA, a Biometric Screening and also generated a Health Score in consecutive years. Year 2 and beyond. o Incentive Report- provided once at the end of the Program Year and identifies which participants have qualified for the incentive with a points or yes/no file. o These reports may change to support additional functionality. • Standard Communications - A standard tool kit with offline communication templates is provided to enable Client to create Member awareness and promote wellness program engagement. The templates provided are designed to be turn-key and may include letters, fliers, postcards and emails. o Offline communication templates are provided in English and are designed to allow Client to make limited modifications. o Upon request, offline communication templates are available in Spanish, without modification. o Healthbreak reserves the right to revise and remove offline communication templates in the standard toolkit. • Healthbreak reserves the right to update as new features are introduced. Communications materials are provided in English only except for the turn-key communications items which are available without modification in Spanish. Translation services are available. Additional fees apply. BIOMETRIC SERVICES Biometric services will be performed through Healthbreak’s screening partner, Preventative Health Now (PHN). On-Site Biometric Screenings • Collection of blood sample through venipuncture will include a Chemistry Panel and CBC. • A Reflex Hemoglobin A1C will be administered only on participants who have an elevated glucose level above a pre-determined level. • Biometrics will include blood pressure test; body mass index; waist circumference; height and weight. Physician Lab Forms • Forms containing Member biometric data is sent directly to PHN from the Member or third party authorized by the Member. • Client is responsible for ensuring that all values required for a Health Score will be provided to Healthbreak including height, weight, waist circumference, and blood pressure. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B • Forms must be signed by the health care provider and/or laboratory before Healthbreak can accept the Physician Lab Form. Historical Screening Data File • Healthbreak will import the Clients historical biometric data that is currently housed by Healthbreak into the SimplyWell Application at no additional cost. HEALTHBREAK ENHANCERS: App & Device Integration o Members with select applications and devices (“Third Party Applications”) will be able to sync within the Member Portal. Applications and devices that can be supported by the Member Portal subject to change at any time. o Client and Eligible Members are subject to any warranties, terms, and terms of use specified by the manufacturer or supplier of the select devices and Healthbreak is not responsible for any product defects or resulting damage. o Healthbreak is not responsible for the discontinuance, malfunction, or other failure of a Third Party Application. o This service is provided at no cost to Client. Subject to availability and may be discontinued at any time. o When feasible, notice will be provided to Members regarding any disruptions or discontinuing devices and/or apps. Digital Communications o Standard digital communications may include but are not limited to email, SMS and push notifications. o This service is provided at no cost to Client. Subject to availability and may be discontinued at any time. Client-managed Promotional Panel o Custom Dashboard Panel with HTML Announcements supplied by Client. o All content must be provided by the Client and is the sole responsibility of Client. Healthbreak makes no representations, warranties, or endorsements of the Client supplied content and shall not be held responsible for any claims arising out of the content. The Parties agree that the Client supplied content is outside of the SimplyWell Application Services. o Announcements are self-managed through the Employer Portal. Participation Feeds o Participation feeds from external sources can be imported and used as participation events in the Member Portal. ANCILLARY SERVICES: Translation Services Healthbreak can assist Client in the translation of any custom messages or documents from English to Spanish. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B Evaluation Services Healthbreak can provide any number of comprehensive evaluation methodologies at determine the success of a wellness program. These include a Financial Analysis, Medical Claims Analysis, Cost-Effective Analysis, and/or Benefit-Cost Analysis to Determine Return on Investment. Data Migration, Coding or Special Reports Our technicians can migrate past program data into Member Portal or share data with a third party vendor/partner. Coding for single sign-on functionality or special reports are also available. Wellness Specialist Services For any hourly work necessary or requested that is outside of Account Management Services. Custom Wellness Programs & Services Healthbreak’s degreed and certified staff can provide additional wellness programs and services including but not limited to the following: o Employee Needs Assessments, Productivity Assessments & Culture Audits o Management and training of wellness champions o Policy and culture evaluation and improvement plans o Leadership engagement and support training o Health education and training o Development and implementation of wellness challenges, lifestyle programs and healthy living campaigns Design Services Healthbreak Design Services offers a full range of communication services, from copy writing and editing, to graphic design, to print and mailing services, to fully-customized promotional incentives. Travel & Expenses For requested travel outside of standard Client Services support. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B EXHIBIT B-3 Fee Schedule PRODUCTS DETAILS FEES Annual Account Set Up Fee -- Billed at renewal date of agreement $2,500 Includes “Roadshow” to help Eligible Members understand new platform. Wellness Connect Platform – Rate Per employee Eligible Member per month (“PEPM”) - Billed and payable one month in advance Employees: $3.65 PEPM Spouses or Domestic Partners: $1.85 PEPM Includes unlimited inbound access to digital coaching Up to 3 integrated challenges included per year, $500 thereafter On-site Biometric Screening - Rate per Participant for On-Site (venipuncture). -20 member minimum bill for venipuncture -Travel and Expense excluded $52.00 per participant $275.00 per on-site event with less than 20 participants $500 per cancelation within 10 business days Hemoglobin A1C -Venipuncture only $15 per participant (reflex test auto ran only if glucose is 117 mg/dL or over) Physician Lab Form -Rate per form $14.00 ENHANCERS DETAILS FEES App & Device Integration -See Exhibit A-3 Waived Digital Communications -See Exhibit A-3 Waived Client Promotional Panel -Rate per year Announcements included Video and newsletters may have fees depending on format Participation Feeds -Fee per feed -Additional fees if custom format 2 included if in Healthbreak standard format DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B ANCILLARY SERVICES DETAILS FEES Additional Participation Feeds or Special Reports -Fee per feed or report $150 hour or quoted by project Data Extracts $3,000 set up fee $150.00 per hour Wellness Specialist Services For work outside of Account Management services $65 per hour Custom Wellness Programs & Services Costs to be agreed upon in writing by Parties prior to implementation. Scoped by project Design Services Costs to be agreed upon in writing by Parties prior to implementation. Scoped by project Evaluation Services Costs to be agreed upon in writing by Parties prior to implementation. Scoped by project Travel & Expenses Mileage reimbursement at standard IRS rate. Meals, travel & lodging passed through at cost. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B EXHIBIT C DEFINITIONS “Annual Service Period” means the period beginning on the Launch Date and continuing for twelve months. Also referred to as Program Year. “Authorized User” means a person who is authorized by Healthbreak or its contractors to use the Software website. Authorized Users include Client personnel acting in their capacity as Client representatives, Eligible Members, Eligible Spouses, Participants, and third parties as agreed to by the Parties. “Biometric Screening” means a service provided by Healthbreak, Client, its contractors or a third-party that includes the collection of blood via finger stick or venipuncture and/or the collection of certain other biometric data including height, weight, blood pressure, lipid panel, glucose, and waist circumference. “Census Eligibility File” means a data file provided by Client or its designated third party with a listing of persons eligible for services and including all of the data fields necessary for a person to be identified as Eligible Members of Client that meets Healthbreak’s Census Eligibility Management Specifications. “Census Eligibility Management Specifications” means the guidelines and any conditions provided by Healthbreak that are associated with the electronic file transfer via Secure Server of Census Eligibility Files. “Consent Form” means the required form as provided by Healthbreak or its contractors that must be executed by Eligible Members who desire to become Participants. “Electronic File Transfer” means the uploading or downloading of data files via the Secure Server, or other host or server that may be listed in a Service Schedule, of Healthbreak or its contractors. “Eligible Members” means those members eligible for services hereunder, and includes those benefit eligible employees, spouses, or domestic partners. “Employer Portal” means that portion of the Software available to Client for purposes such as entering, adding, and terminating Eligible Members, viewing Aggregate Risk Factors Information and Participation Metrics, and other features that may be specified in applicable Service Schedules or that may become available in the future. Employer Portal Access is limited to employees of Client who have a need to access the Software for purposes of the Services under this Agreement. Also referred to as the admin portal. “Healthbreak Client Services” means the Healthbreak personnel primarily responsible for managing the Implementation and coordination of ongoing Services deliverable under this Agreement. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B “Health Professional(s)” means Personnel of Healthbreak or its contractors who interact with Participants for purposes of health management, including Health Coaches, Clinicians, Registered Nurses, Registered Dieticians, Screening Specialists, physicians and other health care practitioners. “Health Score” means a numeric score that reflects an analysis of the composite lifestyle data and biometric data, weighted based on proprietary risk assessment algorithms, and indicating a relative state of overall health. A Health Score is available only when all required lifestyle and biometric data fields are complete and valid in the Software. Lifestyle data is derived from the health risk assessment questionnaires. “Health Status Factor” has the meaning ascribed in either or both the Health Insurance Portability and Accountability Act of 1996 (“HIPAA ”) and the Code of Federal Regulations (“CFR”) as described in the HIPAA non-discrimination rules published December 13, 2006 at 26 CFR Part 54, 29 CFR Part 2590, and 45 CFR Part 146. “Implementation Period” means the process of preparing to deliver Services under this Agreement that occurs between the Agreement effective date and the Launch Date of the Member Portal. “Incentive Design” means the incentive program design provided by Healthbreak or its contractors, which includes pre-assigned components and point value, and includes the general population, new hires and pregnancy programs. “Incentives Management” means the process of tracking and evaluating the participation in activities or offerings and/or completion of a combination of requirements necessary to determine whether a Member has qualified for an incentive, and the reporting associated therewith. “Incentive Reward” means a financial inducement arranged, provided and/or funded by Client designed to encourage Eligible Members to become Participants and may include, but is not limited to, payroll deduction premium credits or surcharges, cash, paid time off, and gift cards. “Launch Date” means the date during the first year of this Agreement upon which Eligible Members may first access, use, or enroll in Health Management services available under this Agreement, including use of the member portal. In subsequent Annual Service Periods, the Launch Date for new health assessments and/or Biometric Screenings will be the same date as the previous year. “Member” means a person with a record maintained in the portal. “Member Portal” means the portion of the Software where Eligible Members may access the wellness program. “Participant” means an Eligible Member who elects to participate in any of the services available under this Agreement. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B “PEPM” means per Eligible Member per Month. “Software” means any all programs and operating information of Healthbreak or its contractors (including but not limited to SimplyWell) including without limitation the member portal, any applicable Health Management System, the employer portal, or partner portal. “Travel and Expense Charges” means all costs associated with the travel performed by Personnel of Healthbreak or its contractors to and from Client’s Worksites for the purpose of delivering On-Site Services, including but not limited to airfare, hotels, rental cars, taxis, meals, per diems, equipment shipping, luggage fees, and all costs associated to provide On-Site Services. DocuSign Envelope ID: A31BE052-5292-4EC0-AEA3-1016A47BBE6B