PROVIDER AGREEMENT

This Provider Agreement (this “Agreement”) is entered into as of (“Effective Date”), by and between subQdocs Co., a Delaware corporation (“subQdocs”), and the (“Provider”).

RECITALS

WHEREAS, subQdocs is developing a software-as-a-service platform utilizing artificial intelligence to assist dermatologists with practice management, documentation, and billing (the “Services”);

WHEREAS, subQdocs has entered into a Strategic Partnership Agreement (the “IDEX Agreement”) with The Independent Dermatology Exchange (“IDEX”) to facilitate the development of the Services; and

WHEREAS, Provider is a member of the IDEX Provider Network and desires to contribute a Development Grant to support the creation of the Services and to purchase a subscription to the Services pursuant to the terms herein.

NOW, THEREFORE, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1. Access. subQdocs hereby grants Provider access to the Services. The features available to Provider shall be released in accordance with the Development Milestones defined with the IDEX steering committee.

1.2. Development Phases. Provider acknowledges that the Services are currently in development. Access to features will be provided in stages as follows:

• (a) EMR-Lite Milestone: Core platform functionality including scheduling, AI notetaker, and basic billing ledger.
• (b) EMR-Midterm Milestone: Patient engagement features and additional functionality.
• (c) EMR-Market Milestone (Service Commencement): Revenue cycle management (RCM) and competing with major dermatology EMR platforms.

2. TERM 

2.1. Contract Term. The term of this Agreement shall consist of the Initial Fee Period and the Extended Term (collectively, the “Contract Term”), totaling ten (10) years.

• (a) Initial Fee Period: Commences on the Service Commencement Date (as confirmed under the IDEX Agreement) and continues for a period of five (5) years.
• (b) Extended Term: Commences immediately upon the expiration of the Initial Fee Period and continues for a period of five (5) years.

This Provider Agreement is non-cancellable by Provider during the Contract Term. Provider acknowledges that if this Agreement is executed after the Service Commencement Date, the pricing and terms herein are available only if executed within six (6) months following the Service Commencement Date.

2.2. Pre-Commencement Access. Provider’s access to the Services prior to the Service Commencement Date (during the EMR-Lite and EMR-Midterm phases) shall not reduce or offset the duration of the Initial Fee Period.

3. FEES AND PAYMENT TERMS

3.1. Development Grant. Upon execution of this Agreement, Provider shall pay a non-refundable Development Grant in the amount of Two Thousand Five Hundred U.S. Dollars ($2500.00) per full-time practitioner.

• Total Grant Amount: $2500 (Calculated as $2500 x 1 Practitioners).
• Purpose: This Grant is a contribution to fund product development and is separate from, and in addition to, Service fees.
• Escrow: Funds shall be deposited into the Escrow Account established pursuant to the IDEX Agreement and released to subQdocs in accordance with the terms therein.

3.2. Service Fees (Post-Commencement). Commencing on the Service Commencement Date, Provider shall pay the following monthly fees for the duration of the Initial Fee Period:

• (a) Full-Time Practitioner: One Thousand U.S. Dollars ($1,000.00) per month.
• (b) Part-Time Practitioner: Six Hundred and Fifty U.S. Dollars ($650.00) per month for practitioners working less than 50% of a standard thirty-two (32) hour work week.
• (c) Inflation Adjustment: Fees are subject to annual adjustment based on the Medicare Economic Index (MEI) as published by the Centers for Medicare & Medicaid Services, or any successor index measuring physician practice cost inflation pursuant to the IDEX Agreement.

3.3. Development Phase Pricing. Prior to the Service Commencement Date, Provider may access the Services at the following reduced rates:

• (a) EMR-Lite Access: $450.00 per practitioner/month upon achievement of the EMR-Lite Milestone.
• (b) EMR-Midterm Access: $750.00 per practitioner/month upon achievement of the EMR-Midterm Milestone.
• (c) AI Notetaker: Available at no charge prior to the EMR-Lite Milestone.
• (d) Interim Notetaker Access: Following achievement of the EMR-Lite Milestone, if Provider has not adopted the EMR-Lite Services or higher tier, Provider may continue using the AI notetaker for Ninty-Five U.S. Dollars ($95.00) per practitioner per month until such time as Provider migrates to the EMR-Lite Services or higher tier.

3.4. Extended Term Discount. During the Extended Term (Years 6-10), Provider shall receive a twenty percent (20%) discount from subQdocs’ then-current market pricing for the Services. subQdocs covenants that its market pricing shall be set in good faith based on legitimate business factors including development costs, operational and infrastructure costs, market competition, and feature enhancements, and not for the purpose of diminishing the value of Provider's discount. Any dispute regarding the application of this covenant shall be resolved in accordance with Section 9.4 of this Agreement.

3.5. Practice Expansion Cap. If Provider’s practitioner count increases to more than one and a half times (1.5x) the number of practitioners listed at the time of execution, any practitioners in excess of this cap shall be charged at subQdocs’ then-current market pricing less the 20% IDEX discount, rather than the fixed rates in Section 3.2.

3.6. Additional Platform Charges. Fees set forth herein do not include "Additional Platform Charges" (e.g., third-party integrations, usage-based messaging, fax), which shall be billed directly to Provider as incurred. Prior to Provider incurring any new category of Additional Platform Charges, subQdocs shall provide Provider with reasonable notice describing the nature of such charges and the applicable rate structure.

4. TERMINATION OF DEVELOPMENT

4.1. Commitment Shortfall. In the event subQdocs exercises its right under the IDEX Agreement to terminate development due to a Commitment Shortfall (failure to reach aggregate grant targets), subQdocs shall refund the Development Grant to Provider, less a non-refundable commitment fee equal to ten percent (10%) of such Grant and any allocable costs reasonably incurred by subQdocs as established in the IDEX Agreement.

4.2. Survival of Refund. Notwithstanding anything to the contrary in the User Agreement, Provider’s right to receive a refund under this Section 4.1 shall survive termination.

5. GOVERNING TERMS

5.1. Late Payment. If Provider’s account remains delinquent for more than ninety (90) days, subQdocs may, in its sole discretion: (a) convert Provider’s pricing to subQdocs’ then-current market rates and standard terms; and/or (b) terminate all Services provided to Provider. The preferential pricing and terms under this Agreement shall not be reinstated for any Provider whose pricing has been converted pursuant to this Section.

5.2. IDEX Agreement Termination. Provider acknowledges that the pricing and certain rights herein are derivative of the IDEX Agreement between subQdocs and IDEX. Provider is not a party to, and has no rights under, the IDEX Agreement. In the event the IDEX Agreement is terminated, subQdocs shall continue to provide the Services to Provider in accordance with this Agreement, subject to subQdocs’ rights under Section 5.1.

IN WITNESS WHEREOF, the Parties have executed this Provider Agreement as of the Effective Date.