CLIENT AGREEMENT

Last Updated: September 6, 2025

This MEDVA Client Agreement (this “Agreement”) is made between MEDVA, LLC, a Nevada limited liability company (“MEDVA”), and the client identified in the applicable Order Form (“Client”). In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and MEDVA (together, the “Parties” and each, a “Party”) agree as follows:

1. Services.
   MEDVA provides healthcare professionals and organizations with access to overseas professionals (each, a “Virtual Assistant,” and collectively, the “Virtual Assistants”), which Virtual Assistants can be used by Client to perform business-related tasks for Client’s business operations including, but not limited to, transcription, appointment scheduling and confirmation, insurance benefits verification and prior authorization, patient chartings, and other administrative duties in accordance with Client’s instructions (the “Virtual Assistant Services”). MEDVA will assign Virtual Assistants as set forth in an order form between Client and MEDVA (an “Order Form”). Client may request additional Virtual Assistants from time to time, all such assignments subject to the availability of the Virtual Assistants and the scope of the requested Virtual Assistant Services.
2. MEDVA Responsibilities.
   MEDVA shall be responsible for (a) assessing Virtual Assistants using MEDVA’s talent vetting process; (b) providing Virtual Assistants with MEDVA’s proprietary training course designed to optimize practice management; (c) providing Virtual Assistants with annual Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) compliance training; (d) implementing, monitoring, maintaining and managing the security measures provided for in MEDVA’s Information Security Program found at https://www.medva.com/information-security-program (the “Information Security Program”); (e) providing administrative support services as requested by Client and the Virtual Assistants; and (f) assisting Virtual Assistants with initial computer set up and connectivity.
3. Client Responsibilities.
   Client shall provide MEDVA with such resources, information and assistance as MEDVA may reasonably request in connection with its assignment of Virtual Assistants to Client’s account. Client acknowledges and agrees that MEDVA’s ability to successfully perform its obligations under this Agreement in a timely manner is contingent upon its receipt of information, resources and assistance from Client including, but not limited to Client (x) cooperating with MEDVA with respect to its security measures, as contemplated by the Information Security Program, and (y) providing each Virtual Assistant’s work schedule to enable MEDVA to track such Virtual Assistant’s time. As between MEDVA and Client, Client will determine, in its sole discretion, the type of Virtual Assistant Services that the Virtual Assistants will be asked to perform and the requirements for such Virtual Assistant Services. As such, it is Client’s responsibility to: (i) supervise and evaluate the work performed by the Virtual Assistants to ensure that it meets Client’s needs and complies with those rules, laws and regulations applicable to Client; (ii) provide all training (as further set forth in Section 10.6) and procure all software and other licenses necessary for the Virtual Assistants to perform the Virtual Assistant Services assigned to them by Client; and (iii) cooperate with MEDVA in technological onboarding and set up to enable Virtual Assistants to provide the Virtual Assistant Services (including but not limited to providing email addresses, user ids in EMR or other client-owned systems, PC requirements, VOIP extensions, and video conferencing access). Client acknowledges that MEDVA shall have no liability under this Agreement for any acts, errors or omissions of a Virtual Assistant.”
4. Payment Terms.
   1. Payment. Client agrees to pay MEDVA for its Virtual Assistants at the rates set forth in the applicable Order Form. Client shall be required to maintain an active and valid credit card on file with MEDVA or provide MEDVA with ACH banking details for payment of all fees owed to MEDVA hereunder (the “Fees”). During the term of any Order Form, Client hereby authorizes MEDVA to charge Client’s credit card or initiate an ACH transaction for all Virtual Assistant Services performed during the prior two (2) week period. If Client’s payment transaction fails or is declined, and Client fails to cure such nonpayment within seven (7) days of MEDVA’s written notice of such failure, MEDVA may suspend the Virtual Assistant Services until it receives payment in full for all past-due Fees and may charge interest at the rate of one and one-half percent (1.5%) (or the maximum rate permitted by law, if lower) per month on any amounts past due. Any sales, use, excise or other such tax levied on the provision of Virtual Assistant Services hereunder will be paid by Client. Notwithstanding the foregoing, each Party shall be responsible for all taxes based on its own net income, gross revenue and employment obligations.
   2. Fee Adjustments. While MEDVA aims to provide Virtual Assistants to Client at affordable rates compared to the cost of Client hiring employees, MEDVA reserves the right to increase the applicable Fees upon sixty (60) days’ prior written notice (email to be sufficient) to Client in order to account for inflation, increasing labor costs, or other business factors. If Client determines, in its sole discretion, that a Virtual Assistant’s performance warrants a pay increase, Client may request an amendment to the applicable rate card (“Change Request”). Following Client’s Change Request or MEDVA’s notice period, MEDVA shall provide Client with an amended Order Form that reflects the applicable change(s) to the applicable rates
5. Term; Termination.
   1. Term. The term of this Agreement begins on the Effective Date of Client’s initial Order Form and continues until: (a) all Order Forms have expired or terminated in accordance with their terms; or (b) terminated as set forth herein.
   2. Termination of Agreement. This Agreement may be terminated at any time by a Party upon sixty (60) days’ written notice to the other Party. Either Party may terminate an Order Form and/or this Agreement upon written notice if the other Party materially breaches its obligations under such Order Form or this Agreement and such breach is uncurable, or the defaulting Party fails to correct the breach (as reasonably determined by the non-breaching Party) within ten (10) business days following written notice specifying the breach. Either Party may terminate this Agreement immediately upon written notice if the other Party files a petition for bankruptcy or reorganization, or such petition is filed against it, or if it becomes insolvent or makes an assignment for the benefit of creditors. Upon termination of this Agreement for any reason, Client shall pay all amounts owing under this Agreement up through the date of termination.
   3. Termination of Virtual Assistant. In the event Client wishes to terminate an individual Virtual Assistant’s assignment, Client shall provide MEDVA with fourteen (14) days’ written notice (email to be sufficient) of such requested termination (provided that if such requested termination is due to Client’s dissatisfaction with the performance of the Virtual Assistant, MEDVA will remove the Virtual Assistant and use commercially reasonable efforts to replace them as set forth in Section 6.2). Client shall pay all amounts owing under this Agreement for Virtual Assistant Services provided by such Virtual Assistant through the date of such termination.
   4. Effect of Termination. Upon termination of this Agreement, all Order Forms governed by this Agreement will also terminate. Termination or expiration of an Order Form will have no effect on any other active Order Forms. Upon termination of any Order Form(s), Client will immediately pay any outstanding Fees due and payable thereunder.
   5. Survival. The following provisions shall survive expiration or termination of the Agreement: 5.2 (Termination of Agreement), 5.3 (Termination of Virtual Assistant), 5.4 (Effect of Termination, 5.5 (Survival), 6.3 (Disclaimers), 7 (Independent Contractors), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Intellectual Property), 12 (Non-Solicitation), and 13 (General).
6. Representations and Warranties; Disclaimers.
   1. Mutual Representations and Warranties. Each Party represents and warrants that it has the full corporate power and authority to execute any Order Forms governed by this Agreement and to perform its obligations hereunder and thereunder.
   2. Limited Warranty. MEDVA warrants that it will perform its obligations under this Agreement utilizing reasonable care and skill in accordance with customary industry standards. In the event that Client is not satisfied with the performance of a Virtual Assistant that has been assigned to perform Virtual Assistant Services for Client, then upon Client’s written request, MEDVA will remove such Virtual Assistant from the assignment to Client and use commercially reasonable efforts to replace such Virtual Assistant. This limited warranty shall be MEDVA’s sole obligation and Client’s exclusive remedy with respect to any deficiency in the Virtual Assistant Services furnished to Client by any Virtual Assistant under this Agreement.
   3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, MEDVA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS OF USE OR PURPOSE, AND MEDVA MAKES NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE VIRTUAL ASSISTANTS OR THE VIRTUAL ASSISTANT SERVICES.
7. INDEPENDENT CONTRACTORS.
   1. Virtual Assistants. The Virtual Assistants are engaged by MEDVA as independent contractors of MEDVA and are not employees or agents of MEDVA. Client acknowledges and agrees that the Virtual Assistants alone shall control and direct the methods by which they render the Virtual Assistant Services, and shall not be subject to the direction, control or supervision of MEDVA.
   2. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture, fiduciary, or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
8. Indemnification.
   1. Indemnity by MEDVA. MEDVA shall indemnify, defend and hold harmless Client and its directors, officers, employees, agents, and representatives from and against all third-party claims, actions, losses, damages, judgments, costs, payments, expenses, and liabilities (including reasonable attorneys’ fees) to the extent caused by the gross negligence or willful misconduct of MEDVA or MEDVA’s officers, employees, or authorized agents in the discharge of MEDVA’s obligations under this Agreement.
   2. Indemnity by Client. Client shall indemnify, defend and hold harmless MEDVA and its directors, officers, employees, agents and representatives from and against all third-party claims, actions, losses, damages, judgments, costs, payments, expenses and liabilities (including reasonable attorneys’ fees) to the extent caused by: (i) Client’s failure to comply with applicable laws, rules or regulations; (ii) the acts or omissions of any Virtual Assistants taken at Client’s direction; or (iii) Client’s breach of its obligations under this Agreement.
   3. Procedures. The Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of any claim, suit, action, or proceeding and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall promptly take control of the defense and investigation of such claim, suit, action, or proceeding and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any claim, suit, action, or proceeding in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Party’s failure to perform any obligations under this Section shall not relieve the Indemnifying Party of its obligations except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnified Party may participate in the defense of any claim and/or observe the proceedings at its own expense.

9. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEDVA, ITS AFFILIATES, OR ITS AND THEIR OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS OR REPRESENTATIVES BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS), HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SUCH PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDVA, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS, AND REPRESENTATIVES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS CLIENT PAID TO MEDVA WITH RESPECT TO THE APPLICABLE VIRTUAL ASSISTANT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEDVA AND CLIENT.

10. Confidentiality.

1. Definitions. “Confidential Information” means all non-public, confidential or proprietary information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) either in writing or orally, which is labeled or identified as “confidential” or “proprietary” or that Receiving Party otherwise knows, or would reasonably be expected to know, that Disclosing Party considers to be confidential or proprietary or Disclosing Party has a duty to treat as confidential. Information shall not be considered “Confidential Information” and shall not be subject to the restrictions set forth in this Section 10 to the extent such information is: (a) already known by Receiving Party without an obligation of confidentiality; (b) or becomes publicly known through no breach by Receiving Party of its obligations hereunder; (c) rightfully received from a third party by Receiving Party without any obligation of confidentiality; or (d) independently developed by Receiving Party without use of or reference to the intellectual property rights or Confidential Information of Disclosing Party.
2. Protection and Use. Receiving Party shall exercise the same degree of care to prevent disclosure of Disclosing Party’s Confidential Information as it takes to preserve and safeguard its own Confidential Information but, in any event, no less than a reasonable degree of care. Receiving Party shall not, without the prior consent of Disclosing Party, disclose or allow the disclosure of any Confidential Information to any other person or entity or use any such Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to Receiving Party’s employees, contractors, agents, professional advisors and representatives (“Representatives”), in each case who have a need to know such information in connection with Receiving Party’s performance of its obligations or exercise of its rights under this Agreement and who are subject to obligations of confidentiality at least as restrictive as those contained herein or are subject to professional obligations of confidentiality. MEDVA agrees to require Virtual Assistants to keep Client’s Confidential Information confidential and to enter into a written agreement with each Virtual Assistant to protect Client’s Confidential Information in a manner consistent with the requirements of this Section 10. Upon written request of Disclosing Party, Receiving Party shall return or destroy all Confidential Information of Disclosing Party within its control; provided, however, that Receiving Party may retain Confidential Information that is retained in such Party’s computer back-up systems or to the extent required to comply with applicable law, regulation, professional standards or such Party’s bona fide record retention policies; provided, further that any retained Confidential Information shall continue to be subject to the terms of this Agreement for so long as it is retained, notwithstanding any termination of this Agreement.
3. Disclosure Required by Law. In the event Receiving Party is required by applicable law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of Disclosing Party’s Confidential Information, Receiving Party shall promptly notify Disclosing Party, to the extent legally permissible and reasonably practicable, in writing of the existence, terms and circumstances surrounding such required disclosure so that Disclosing Party may seek a protective order or other appropriate relief from the proper authority. Receiving Party shall cooperate with Disclosing Party, at Disclosing Party’s expense, in seeking such order or other relief. If Receiving Party is nonetheless required to disclose Disclosing Party’s Confidential Information, it shall furnish only that portion of the Confidential Information that is legally required and shall exercise all reasonable efforts to obtain reliable assurances that such Confidential Information shall be treated confidentially to the extent possible.
4. Privacy and Security. MEDVA shall maintain, and shall require the Virtual Assistants to maintain and use, physical and technical safeguards as described in Exhibit A (Information Security Program) designed to protect the privacy and security of Client’s Confidential Information, including any personally identifiable information, Protected Health Information as defined under HIPAA and any other relevant healthcare information.
5. Business Associate Disclaimer. Notwithstanding any provision to the contrary in this Agreement or any document attached hereto, MEDVA is not a “business associate” of Client as defined by HIPAA, as MEDVA does not have access to, nor does it view or maintain Protected Health Information (“PHI”) on behalf of Client. Virtual Assistants are solely responsible for the performance of the Virtual Assistant Services provided to Client under this Agreement, not MEDVA. At Client’s request, MEDVA agrees to coordinate the execution of a Business Associate Agreement by and between the Virtual Assistant and Client, solely for the purpose of complying with HIPAA. For the avoidance of doubt, MEDVA shall not be a party to any such Business Associate Agreement and shall have no obligations thereunder.
6. Client Training Responsibilities. Client shall be solely responsible for providing all necessary training to the Virtual Assistants assigned to perform tasks on behalf of Client, including, but not limited to, training related to compliance with all applicable healthcare regulatory laws, HIPAA, and all other data privacy and security laws relevant to the performance of their services to Client. This training by Client is essential to ensure that the Virtual Assistants are fully informed of and capable of complying with all legal and regulatory requirements pertinent to their assigned tasks. Client acknowledges that this training obligation is a critical component of maintaining the integrity and legality of the Virtual Assistant Services provided under this Agreement and agrees to undertake such training diligently and in a timely manner.

11. Intellectual Property.
Client shall own all rights, title, and interest in any work product created, developed, or generated by the Virtual Assistants on Client’s behalf in the course of performing the Virtual Assistant Services. MEDVA agrees, and will cause its Virtual Assistants to agree, that with respect to any work product that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such work product is hereby deemed a “work made for hire” for Client. To the extent that any of the work product do not constitute a “work made for hire”, MEDVA hereby irrevocably assigns, and shall cause the Virtual Assistants to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the work product, including all intellectual property rights therein. MEDVA shall cause the Virtual Assistants to irrevocably waive, to the extent permitted by applicable law, any and all claims such Virtual Assistants may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the work product.

12. Non-Solicitation.
During the term of this Agreement and for a period of one (1) year thereafter, neither Client nor any person or entity acting with, on behalf of, under the control of or otherwise in affiliation with Client, shall, directly or indirectly, solicit or induce for employment, or employ or engage as an independent contractor any Virtual Assistant who is associated with or involved in the performance of providing Virtual Assistant Services under this Agreement. Client agrees that MEDVA has invested considerable time, effort and expense to recruit and train the Virtual Assistants, that any such solicitation will cause irreparable harm to MEDVA, and that the losses caused to MEDVA by a breach of this Section 12 will be difficult or impossible to estimate in advance. As a result, Client agrees that MEDVA will be entitled to liquidated damages of $25,000 U.S. dollars for each Virtual Assistant that Client hires in violation of this Section or each Virtual Assistant, employee, contractor, consultant, client or prospective client of MEDVA that Client induces to terminate his, her or its business relationship with MEDVA. Client agrees that the foregoing restriction and liquidated damages for any breach of such restriction is fair and reasonable.

13. General.

1. Assignment and Subcontracting. Neither this Agreement nor any rights or obligations hereunder, including the subcontracting of Virtual Assistants to perform Virtual Assistant Services to third parties, may be assigned (whether by operation of law or otherwise) or subcontracted by Client without the prior written consent of MEDVA. Any assignment or subcontracting in violation of this Section shall be void. This Agreement shall inure to the benefit of and be binding upon the Parties and their representative successors and permitted assigns.
2. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
3. Governing Law; Venue. Without reference to its conflict or choice of law rules or principles, the laws of Nevada govern all matters with respect to this Agreement. Subject to Section 13.4 (Arbitration), the Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California for any legal action arising out of this Agreement.
4. Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and held in Los Angeles, California before a single arbitrator. Any arbitral award determination shall be final and binding upon the Parties. Arbitration shall proceed only on an individual basis. Notwithstanding anything to the contrary in this Section, either Party may bring an action in any court of competent jurisdiction to compel arbitration under this Section 13.4 or to enforce an arbitration award.
5. Injunctive Relief. A Party’s breach of Section 10 (Confidentiality) or Section 12 (Non-Solicitation) of this Agreement may result in irreparable and continuing damage to the non-breaching Party for which there will be no adequate remedy at law; and, in the event of such breach, notwithstanding Section 13.4, the non-breaching Party will be entitled to seek injunctive relief and such other and further equitable relief as may be proper (including monetary damages if appropriate) in any court of competent jurisdiction.
6. Attorney’s Fees. In any dispute arising out of or related to this Agreement, the non-prevailing Party shall pay the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the dispute.
7. Force Majeure. Excluding a Party’s payment obligations, neither Party will be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which includes, but is not limited to, any storm, flood, fire, explosion, electrical or communication line failure, war or military action, pandemic, epidemic, labor dispute, strike, lockout, government act or administrative delay, equipment failure or non-delivery, or any cause or matter whatsoever outside the reasonable control of the affected Party. In the event of such force majeure, the affected Party will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.
8. Notices. Any notice under this Agreement must be: (a) in writing and delivered to a Party at its address set forth on the signature page or such other address as that Party may specify in writing; and (b) delivered by personal delivery, overnight courier, confirmed e-mail, or certified or registered mail, return receipt requested. Notices will be deemed given upon personal delivery, the next business day after deposit with an overnight courier, upon confirmation of receipt of email, or five calendar days after deposit in the mail.
9. Entire Agreement. This Agreement, together with all Order Forms executed hereunder, constitutes the sole and entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
10. Amendments; Waiver. MEDVA may update and change the terms of this Agreement at any time. Upon doing so, MEDVA will update its website and notify Client of such changes at the email address Client has provided to MEDVA. Unless otherwise stated, any changes to this Agreement will not be effective until the commencement of any Order Form renewal term, at which point Client’s continued use of the Virtual Assistant Services will confirm your acceptance of the changes. The failure of either Party to enforce any provision of this Agreement will not operate or be interpreted as a waiver of future enforcement of that or any other provision.
11. Severability. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, the Parties acknowledge that such provision, portion or extent will be severed and deleted, or limited so as to give effect to the intent of the Parties insofar as possible, and the remainder of this Agreement will remain binding upon the Parties.
12. Remedies. Except as otherwise set forth in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive. The exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity or otherwise, in this Agreement or any other agreement between the Parties.