1. PERFORMANCE OF THE WORK
All Work hereunder shall be performed by Advocate who is experienced and qualified in their line of work and scope of work. If Advocate employs or subcontracts with any personnel or affiliates, those personnel and affiliates are expressly prohibited from providing Services and/or Work under this Agreement and are not covered under this Agreement. Advocate shall uphold professional standards and CHA’s written code of ethics and policies as documented in the Code of Conduct & Professional Standards for Professional, Independent Health & Patient Advocates (https://aphadvocates.org/health-advocate-code/). Advocate shall perform all Work according to CHA Service Level Agreements as defined in Attachment 2 and which CHA may update from time to time.

2. PAYMENTS
2.1 CHA will pay Advocate for each completed Client engagement, following CHA documentation policies and procedures, on a monthly basis, using the CHA invoice template. Unless otherwise directed, Advocate will prepare and submit an invoice containing a detailed description of the Work performed and not previously invoiced within 30 days of the close of the month in which the Work was performed. Invoices shall be submitted electronically to admin@umbrahealthadvocacy.com.
2.2 Payments for invoices approved by CHA will be made within thirty (30) days.
2.3 If Advocate fails to perform the Service, fails to perform the Service according to CHA Service Level Agreements, or performs the Service in a grossly negligent or unsatisfactory manner (“Performance Breach”), CHA shall not be obligated to approve Advocate invoices. If such Performance Breach comes to light after CHA has paid a previously approved invoice, CHA shall be entitled to the return of funds paid for such Service and to withhold any remaining fees yet to be paid.

3. INSURANCE
3.1 Advocates providing Services under this Agreement are considered a covered entity and are included under the policy for the covered services performed on behalf of the Named Insured, CHA as provided herein. There is no coverage for the Advocate for any services delivered to clients outside of this Agreement. The CHA policy applies to Client Work Advocate performs on behalf of CHA through the Umbra Health Advocacy platform. It does not cover any work Advocate may perform outside of the Umbra Health Advocacy platform or for non-CHA Clients. Any Advocate may request a copy of the CHA insurance policy by emailing admin@umbrahealthadvocacy.com.
3.2 Advocate represents and warrants that they have fully disclosed any claims against them in the past seven years and that they do not know of any potential claims outstanding. Advocate agrees to fully disclose any claim against them in this time period or any potential claims outstanding. Failure of Advocate to comply with this Section 3.2 shall invalidate Advocate as a covered entity under the CHA insurance policy. CHA has no obligation to provide insurance for Advocate outside of this Section 3 and is not responsible to Advocate, Client, or any other third party for a claim made against Advocate outside of the CHA insurance policy coverage as described herein.

4. INDEPENDENT CONTRACTOR
Advocate is an independent contractor (not an employee or other agent) and shall be solely responsible for the means and methods for carrying out the Work. Advocate is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of CHA. Advocate agrees to indemnify CHA from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction of Advocate.

5. SAFETY AND PROTECTION
Advocate shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all persons who may be affected by the Work.

6. CHANGES
Except as provided in Section 9, CHA may make changes in Advocate’s Work by written authorization only. Advocate will not proceed with any change unless notified to do so in writing from CHA. Nothing herein shall be construed as relieving Advocate of its obligation to perform. Price and/or schedule will be equitably adjusted as the result of changes to the Work. Any claim by Advocate for equitable adjustment must be made in writing to CHA within thirty (30) days following receipt of written notification to proceed with the change. Advocate may encourage Client to order additional Services from CHA, which would result in new Services for the Advocate.

7. SUBCONTRACTING AND USE OF PERSONNEL
Performance of any Work may not be subcontracted by Advocate in whole or in part without the prior written consent of CHA. This section applies to any personnel employed by Advocate or any individual or other entity with whom Advocate may contract.

8. WORK PRODUCT
8.1 Work shall be considered “work made for hire” and/or irrevocably assigned to CHA (or its Client), as the applicable body of law may require to vest all right, title, and interest in the Work with CHA (or its Client). At CHA’s request, Advocate shall execute, or cause to be executed, all documents as may be necessary to assign or protect such rights in the Work for the benefit of CHA (or its Client). Where Advocate IP (as defined below) forms a part of the Work, Advocate hereby grants to CHA (or its Client) an irrevocable, royalty free, transferable, worldwide license to the Advocate IP contained in the Work as reasonably necessary to use such Work for its intended purpose including making derivatives thereof.
8.2 Work does not include (i) any Advocate’s proprietary rights which existed prior to the effective date of the Agreement or subsequently developed independent of the Work (“Advocate IP”) or (ii) (a) information that is or was available in the public domain other than through any act or omission of Advocate in breach of this Agreement, (b) information that was received by Advocate, other than under an obligation of confidentiality from a third party, which third party was without an obligation to maintain such information in confidence, or (c) such information was in the possession of the Advocate at the time of the disclosure, or was independently developed by Advocate without reference to the Work. For the avoidance of all doubt, Work includes templates, tools, reports, package designs, Client data, Client service and associated documentation and reporting, and Client relationships.

9. SUSPENSION AND TERMINATION
9.1 CHA may, at any time, with or and without cause and by written notice to Advocate, suspend, delay, interrupt or cancel all or part of Advocate’s Work. Advocate shall cease performance of the Work as directed and only resume Work upon receipt of written notice from CHA. Change to price and/or schedule may be equitably adjusted as provided in paragraph 7, Changes.
9.2 CHA may terminate this Agreement or any Services at any time by giving Advocate written notice thereof. Advocate will be reimbursed for that portion of the Work satisfactorily completed prior to termination. Advocate will not be entitled to compensation or profit on Work not performed.
9.3 Advocate may terminate this Agreement or any Services by giving CHA thirty (30) days prior written notice thereof. Advocate will be reimbursed for that portion of the Work satisfactorily completed prior to termination, provided that all required documentation is complete within the CHA system. Advocate will not be entitled to compensation or profit on Work not performed.

10. NOTICES
All notices to be given by the parties hereto shall be in writing, delivered in person, sent by postal or express mail to their respective addresses provided herein, or at such other address as shall have been last furnished in writing, or sent by electronic mail provided that it is confirmed as received by the other party.

11. COMPLIANCE WITH THE LAW
Advocate shall comply with all federal, state, and local laws, regulations, and ordinances applicable to the Work to be done under this Agreement. Compliance with prevailing wage and certified payroll requirements when applicable is an express condition precedent to payment by CHA to Advocate.

12. INDEMNITY AND LIABILITY
Advocate hereby agrees, to the maximum extent allowed by applicable law, to indemnify, defend, and hold harmless, CHA and Client, together with their respective directors, officers, agents, and employees, from and against any and all claims, losses, injuries (including death), actions, damages (including but not limited to indirect, special, incidental, and consequential damages), or demands including counsel fees and costs of litigation, to the extent caused by or arising from Advocate’s breach of this Agreement, and/or the negligence, errors, omissions or willful misconduct of Advocate under this Agreement and/or individual Services or a dispute outside of the scope of this Agreement, including, but not limited to, a dispute regarding services provided to clients other than Clients or services provided before the effective date or after termination of this Agreement.

13. RECORDS
13.1 CHA, its Client and/or any of their duly authorized representatives, shall, until the expiration of three (3) years after the final payment under an individual Service, have access to and the right to examine any directly pertinent books, documents, papers, and records of Advocate involving transactions related to this Agreement. To satisfy Advocate responsibilities under this section (14.1), Advocate may provide CHA with the option to download Advocate records in lieu of Advocate maintaining such records for three (3) years.
13.2 Advocate warrants that its records for the Work hereunder are maintained in accordance with generally accepted practices for consumer advocacy.

14. GRATUITIES
Advocate warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to CHA’s employees, agents, or representatives in order to secure Work or secure favorable treatment with respect to this Agreement.

15. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware.

16. SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, successors, and assign(s) of the parties hereto but shall not be assigned by Advocate without first obtaining the prior written consent of CHA, including an assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation. Any assignment made without any such consent will be void and of no effect. CHA may assign this Agreement without the prior written consent of Advocate.

17. ARBITRATION
17.1 Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by binding arbitration in accordance with rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
17.2 If any action at law or in equity or through arbitration, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose or by the arbitrator, in addition to any other relief to which that party may be entitled.

18. PERMITS, LICENSES, AND FEES
Advocate will obtain and pay for all permits, licenses and fees required by law that are associated with Advocate’s Work.

19. NONDISCLOSURE
To enable the Advocate to conduct activities related to the Scope of Work it may be necessary for CHA to disclose proprietary or confidential information, including, but not limited to, the terms of this Agreement (“Confidential Information”) to the Advocate. Confidential Information shall include, oral or written information, including without limitation, CHA’s trade secrets, programs, technical data, financial information, identities or lists of clients, prospects, patient information, specific Client information, pricing, suppliers or vendors, key employees, and personnel data. Advocate agrees that it will treat Confidential Information in strictest confidence and will not disclose it to third parties unless the information (1) was part of the public domain when received or becomes a part of the public domain through no action or lack of action by the Advocate; (2) prior to disclosure, was already in the Advocate’s possession and not subject to an obligation of confidence imposed in another relationship; or (3) subsequent to disclosure, is obtained from a third party who is lawfully in possession of the information and not subject to a contractual relationship to CHA with respect to the information. In the event Advocate is requested under the terms of a subpoena or order or other compulsory instrument issued by or under the authority of a court of competent jurisdiction or by a governmental agency, or is advised by its or its representative’s counsel that there is otherwise a legal obligation to disclose (i) all or any part of Confidential Information; or (ii) the fact that Confidential Information has been made available to Advocate, then Advocate shall (a) promptly notify CHA of such request so that CHA may seek an appropriate protective order or waive compliance with this agreement; and (b) if disclosure of Confidential Information is required, shall furnish only such portion of Confidential Information as Advocate is advised in writing by Advocate’s counsel is legally required to be disclosed. In connection with such compelled disclosure, Advocate shall use reasonable efforts to obtain from the third party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion of Confidential Information as is disclosed.

20. FORCE MAJEURE
Neither party to this Agreement will be liable to the other party for delays in performing the Work, or for the direct or indirect cost resulting from such delays, that may result from acts of God, acts of governmental authorities, extraordinary weather conditions or other natural catastrophes, or any other cause beyond the reasonable control or contemplation of either party. Each party will take reasonable steps to mitigate the impact of any force majeure.

21. INTENT AND PRECEDENCE
21.1 This Agreement and the attachments comprise the entire agreement between Advocate and CHA concerning the Work. It is the intent of this Agreement to provide the terms and conditions under which Work shall be performed. Any work or materials that may reasonably be inferred herein or from prevailing custom as being required to produce the intended result will be furnished and performed whether or not specifically called for.
21.2 Following the provisions of any law or regulation applicable to the performance of the Work, the terms of this Agreement shall take precedence, followed by the provisions of any such standard, specification, manual, code or instruction (whether or not specifically incorporated by reference herein), followed by any bid or submittal by the Advocate. In the event of any irreconcilable inconsistency between any term, condition or provision of this Agreement, the more stringent term, condition or provision shall govern.
21.3 No provision shall be effective to change the duties and responsibilities of CHA, Advocate or any of their subcontractors, agents, or employees from those set forth herein.

22. SURVIVAL
Neither completion of the Work hereunder nor any termination or cancellation of this Agreement shall be deemed to relieve Advocate or CHA of any obligations hereunder that by their nature survive such completion, termination or cancellation, including but not limited to payment, all warranties and representations, promises of indemnity, confidentiality rights, conflict of interest rights, audit rights and record keeping requirements.

23. STRICT COMPLIANCE
The failure of CHA or Advocate to insist on strict compliance with any provision hereof shall not be deemed a waiver of such provision or any other provision hereof.

24. SEVERABILITY
The invalidity or unenforceability of any provision or portion hereof shall not affect the validity or enforceability of any other provision or the remaining portions of the provision deemed to be invalid or unenforceable. Advocate and CHA shall in good faith attempt to replace any invalid and unenforceable provisions of this Agreement with provisions that are valid and enforceable and that as much as possible express the intention of the original provisions.

25. LEGAL FEES
In the event of litigation between the parties to this Agreement that results in a final judgment or decision in favor of one party, all reasonable costs or attorney’s fees to enforce this Agreement incurred by the prevailing party shall be reimbursed by the other party.

26. NO THIRD-PARTY RIGHTS
Nothing herein shall be construed as giving any third party any rights and no action based on a contractual theory of recovery may be brought against CHA, its employees, officers, directors, representatives (including legal counsel) or agents, subcontractors, and associates, by any third party claiming as a third-party beneficiary to this Agreement.

27. DEALINGS WITH CLIENT
Regarding the specific scopes of work authorized in a Service under this Agreement, Advocate shall have only such contacts and dealings with Client and its representatives as CHA shall explicitly authorize or direct.

28. NON-CIRCUMVENTION
28.1 Advocate acknowledges and agrees that CHA provides Advocate with substantial value by connecting Advocate with Clients and that in exchange, Advocate agrees to only work with and charge fees to Clients through the CHA system or as otherwise approved by CHA. During the term of the Agreement and for twelve (12) months following the termination of the Agreement, Advocate agrees not to engage with, charge fees to, collect money from, or communicate with Clients outside of the CHA system unless otherwise approved by CHA.
28.2 Advocate agrees to use the CHA system as the exclusive method to request and receive Client payments and not to circumvent CHA or CHA’s system or procedures for any interaction with Clients.
28.3 Advocate acknowledges and agrees that a violation of this section 28 is a material breach of this Agreement and the CHA Terms and Conditions that could result in termination of this Agreement.

29. INTERFERENCE WITH CLIENT RELATIONS
During the term of the Agreement and for twelve (12) months following the termination of the Agreement, Advocate agrees that it will not, either directly or indirectly, interfere with or attempt to appropriate CHA’s contract rights or business relationships between CHA and its Clients or solicit the services of CHA’s Clients or engage with CHA’s Clients outside of this Agreement.

30. NONDISPARAGEMENT
During the term of this Agreement and for twelve (12) months following the termination of this Agreement, and regardless of any dispute that may arise in the future, unless otherwise required by law, Advocate agrees not to disparage, criticize or make statements to any person or entity (other than on a confidential basis to their attorney(s)) that are negative, detrimental or may be injurious to the CHA.

31. DIRECT ENGAGEMENT
31.1 If Advocate wishes to engage a Client outside of CHA (“Direct Engagement”), Advocate shall pay CHA a fee of 25% of total Client fees charged for services rendered in the twelve (12) months following the Direct Engagement and grants CHA audit rights to confirm Client fees charged. If Advocate breaches this section, Advocate shall pay CHA a fee of $5,000.
31.2 Contracting with clients who contact the Advocate directly from the Umbra AdvoConnection directory (and its successors or affiliated sites incorporated into the Umbra Health Advocacy website structure) do not constitute a violation of Section 31.1 provided that the direct outreach did not result from a breach of Sections 28, 29, 30, or 31.1 of this Agreement.

32. COMPLIANCE WITH TRUEHLTH TERMS AND CONDITIONS (IF APPLICABLE)

If Advocate participates in the Umbra-TrueHLTH partnership, CHA may update Terms and Conditions specific to requirements of that program. If applicable, CHA will notify Advocate in writing when any such updates take effect.