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Certification Agreement

HEALTH ROSETTA GROUP PBC

CERTIFICATION & TRANSPARENCY AGREEMENT

This Certification and Transparency Agreement (the “Agreement”) is entered into by (the “Professional”) and Health Rosetta Group PBC (“HRG”), a benefit corporation of the state of Delaware, and constitutes a binding agreement between Professional, on the one hand, and HRG, on the other hand.

WHEREAS, the primary goal of the HRG Certification Program (the “Program”) is to increase the integrity of the benefits purchasing process, reduce waste in the U.S. healthcare system, and improve the quality of care received by patients; and

WHEREAS, the Program requires the Professional desires to adhere high levels of transparency, reporting, education, and ethics, and increase the professionalism of the health benefits industry; and

WHEREAS, the Professional agrees any and all exhibits and schedules to this Agreement, including the Exhibit C PROGRAM TERMS & CONDITIONS (the “Terms & Conditions”) are hereby fully incorporated into this Agreement; and

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the Professional and HRG hereby agree as follows.

PURPOSE.
The purpose of this Agreement is to establish the obligations and requirements of the specific HRG Certification Program to which the Professional has been accepted.
THE PROFESSIONAL & THE PROGRAM.
“Professional” refers to the individual(s) or entity(ies) seeking HRG certification and that is executing this Agreement, and includes any individual or entity acting on the Professional’s behalf (an “Agent”).

The Program consist of the process whereby HRG accepts Professional into a community of other professionals and provides access to educational and other resources. As part of the Program, HRG requires Professionals to adhere to certain best practices, processes, reporting, and education requirements that ensure they meet initial and ongoing Program criteria.
PROGRAM REQUIREMENTS.
The Program requires Professional to adhere to processes and practices that help create and ensure a transparent, trusted purchasing process for their clients and increase the Professional’s ability to to reduce health benefits costs while improving health outcomes.
1. Client Documents. Professional agrees to complete the following documents with each new or recurring client and obtain a client-signed copy according to the schedule in Schedule A of this Agreement.
  1. Health Rosetta Client Notice. Attached as Exhibit A to this Agreement.
  2. Certified Advisor Compensation Disclosure Form. Attached as Exhibit B to this Agreement.
  3. 3-5 Year Strategic Plan. Professional may use reasonable approaches and templates that enable development of long-term strategic plans that advance client long term cost reductions and quality improvements.
2. Conduct. Professional agrees to adhere to and advance the following standards of conduct in all interactions with prospective, current, and future clients.
  1. Health Rosetta Certified Professional Code of Conduct.
    Accessible at healthrosetta.org/code-of-conduct/.
  2. Health Rosetta Plan Sponsor Bill of Rights.
    Accessible at healthrosetta.org/plan-sponsor-bill-of-rights/.
3. Annual Reporting.
  1. Professional agrees to annually submit annual reports to HRG for clients at which they implement Health Rosetta Components. Such reports shall include the completed Health Rosetta Client Notice, Certified Advisor Compensation Disclosure Form, 3-5 Year Strategic Plan, and Client Summary Form for each respective client. The Client Summary Form shall include basic info about the client, Health Rosetta components implements, cost reductions, and quality improvements.
  2. HRG shall keep all information submitted by Professionals confidential unless agreed to by the client, Professional, and HRG in writing
4. Community Participation. Professional agrees to actively participate in established Health Rosetta community activities. Participation requirements vary between activities, but average approximately 2 hours per month and one virtual meeting per quarter (in-person meetings required for participation in certain activities). Participation activities facilitate sharing best practices, building the strength of the community, and increasing the professionalism in the benefits advisor space. Certain community participation options are only available by invitation and/or may not be available at any given time. Professionals are expected to cycle through varying participation activities over time. Invitation and final selection to any community activity shall be in the sole discretion of HRG.
  1. Health Rosetta Component Committees. Advance and deepen specific Health Rosetta Components (e.g. value-based primary care, transparent advisor relationships, etc.) by aggregating research, best practices, solutions, technologies, people, etc. to create the resources and micro-blueprints to successfully implement Health Rosetta based health benefits. Committees decide when to release new component versions and what to include.
  2. Community Resource Committees. These are specific resources like guides/other content, research projects, rate your broker/plan tools, datasets, tools, advisor document and other templates, etc. Committees develop and maintain specific resources.
  3. Health Rosetta Online Community Moderator. Moderate and drive discussion in specific online communities built around geographies, HR Components, or other topics.
  4. Health Rosetta Group or Institute Board of Directors. Guides strategic direction of entire Health Rosetta operations, fundraising, governance, etc., not just elements related to benefits advisors, certifications, etc. These are highly-accomplished multi-stakeholder groups with 1-2 benefits advisors on them.
  5. HRG Benefits Professional Strategic Board. Highly experienced benefits advisors that help guide the direction of the benefits advisor community, identify opportunities to increase professionalism, refine the direction of certifications, etc.
  6. Health Rosetta Executive Committee. Guides advancement of the Health Rosetta blueprint, including all components. Made up of people with high sophistication and accomplishment across care delivery, payment, plan administration, and benefits.
  7. Certification Education/Testing Board. Review education modules for content updates, changes to tests, etc. Build relationships with universities to create and improve testing questions. Review educational modules for annual updates.
  8. Health Rosetta Chapter Governing Board. Lead creation and growth of a local Health Rosetta chapter that brings together the various stakeholders to drive broad Health Rosetta adoption in Professional’s local area.
  9. Other activities. HRG and Certified Professional may determine on a case-by-case basis that other activities, such as participation in policy advocacy or other professional groups, fulfills community participation requirements.
5. Education & Certification Exams.
  1. Certified Benefits Producers. Professionals accepted into this certification agree to complete required educational modules with 9 months of acceptance and pass the certification exam within 12 months of acceptance.
  2. Certified Benefits Advisors. Professionals accepted into this certification agree to complete required educational modules with 9 months of acceptance and pass the certification exam within 12 months of acceptance.
  3. The current required Program education modules can be accessed by Professionals at https://healthrosetta.org/certifications/benefits-advisors/program-details/
6. Practical Implementation.
  1. Professional agrees to implement at least a total of two Health Rosetta components or tactics within any number of clients in their client base per year. Current Health Rosetta components can be viewed at https://healthrosetta.org/health-rosetta.
  2. Professional agrees to publish one relevant article (white paper, case study, etc.) OR participate in one relevant policy or grassroots campaign per year. Relevance of such publication or participation shall be determined by the Parties.
7. Sponsor Certification Applicant. Professional agrees to recommend and sponsor at least one peer per year for the Program. This requirement helps maintain the quality of Health Rosetta certified professionals and Health Rosetta community by increasing cohesion and network density.
CERTIFICATION REVIEW.
1. Upon receipt of Professional’s application to the Program, HRG will initiate its review to determine if they are eligible for acceptance into the Program, and if so, the appropriate Certification to be conferred. During a review, HRG may request additional documentation, including resubmission of any information HRG deems relevant. HRG will strive to meet the review timelines set forth in the certification materials available on https://healthrosetta.org; however, the review timelines are estimates only. HRG’s failure to meet any Review Timeline will not be considered a breach of this Agreement and Professional will not be entitled to any remedy, including a refund of any portion of any Fees paid under this Agreement.
2. Professional recognize and acknowledge that HRG is engaged in the effort to increase the integrity of the benefits purchasing process, reduce waste in the U.S. healthcare system, and improve the quality of care received by patients, and that the Program, while regulated by specific policies and standards developed by HRG and the Health Rosetta Institute (“HRI”), also requires discretion and judgment. The decision whether to grant or deny certification will be made in the sole discretion of HRG based on any information or factors that HRG deems relevant.
PROGRAM UPGRADES AND/OR UPDATES. From time to time HRG may develop and make available new versions of the Program designed to enhance and improve the Program certification process and criteria. Professional may be allowed, but is not required or guaranteed, to participate in such programs, so long as they meet future criteria.
OPTIONAL SERVICES. HRG may make available certain optional services to assist accepted Professionals complete the Program, conduct marketing and business development campaigns, seek necessary expertise on behalf of clients, and other services related to the Program (collectively, “Optional Services”). Professional acknowledges and agrees that the performance of all Optional Services by HRG and/or HRG’s subcontractors shall be governed by the terms of this Agreement, including without limitation, all provisions herein related to indemnification and limitations of liability.
FEES. In consideration for participation in the Program and the provision of any Optional Services that Professional requests under this Agreement, Professional agrees to pay HRG certain fees associated with the Program or Optional Services (collectively, the “Fees”). HRG will invoice Professional for all applicable Fees as they are incurred. All Fees must be paid within thirty (30) calendar days of the date of such invoice. Professional hereby represents and warrants that they fully understand the Fees.
PROGRAM TERMS AND CONDITIONS. Professional agrees to the Terms & Conditions attached as Exhibit C to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this CERTIFICATION & TRANSPARENCY AGREEMENT as of the dates written below.

PROFESSIONAL

Electronically Signed Below
(Signature)

Print Name

Title

Organization Name

Date

HEALTH ROSETTA GROUP

Electronically Signed Below
(Signature)

Sean Schantzen
Print Name

Cofounder
Title

SCHEDULE A
CLIENT DOCUMENT COMPLETION SCHEDULE

The following are the timeline requirements for completing client documents identified in Article 3 of the Agreement.

Client Document	New Clients	Renewing Clients	Include in annual reporting?
Compensation Disclosure Form	60 days before final plan contract decisions.	60 days before renewal	Y
Health Rosetta Client Notice	Must get signed at least 90 days before renewal.	When sign contract with new client.	Y
Code of Conduct	Included in Client Notice	Included in Client Notice
Plan Sponsor Bill of Rights	Included in Client Notice	Included in Client Notice
3-5 Year Client Strategic Plan	30 days before year 1 plan contracting	Update 30 days before renewal

In some instances, clients or potential clients may be unwilling or unable to sign client documents. Professionals will be able to note this in annual reporting packet. Professionals who fail to complete client documents without such good reason may be subject to HRG review, censure, 1-3 year certification suspension, and/or inclusion of violation in the HRG certified professional directory for 1-5 years.

EXHIBIT A
HEALTH ROSETTA CLIENT NOTICE

Congratulations! We’re excited you’ve decided to work with a Health Rosetta Certified Benefits Professional. The Health Rosetta ecosystem (“HR”) has a single mission to help group benefits purchasers sustainably reduce health benefits costs and provide better care for their employees. At core, we maintain the Health Rosetta, an expert-sourced blueprint for wisely purchasing benefits sourced from the highest-performing benefits purchasers and experts everywhere.

A primary goal of Health Rosetta certification programs is to help benefits purchasers reduce spending while improving the quality of care your plan members receive. This notice is to help you understand what to expect working with a Health Rosetta Certified Benefits Professional.

What to expect from a certified professional
One of our core principles is that higher transparency, trust, and integrity in the purchasing process improves the quality of benefits purchasing decisions. To facilitate this, Health Rosetta Certified Professionals commit in our agreement with them to adhere to certain specific practices.

Only make changes to your health benefits programs that can potentially improve care while reducing your costs AND your employees’ spending. No more choosing between hurting your organization or hurting your employees.
Review this notice with you to set expectations.
Fully and meaningfully disclose their compensation and other conflicts in writing.
Think, plan, and act in your long term interests, including completing 3-5 year strategic plans.
Adhere to the Health Rosetta Code of Conduct you should have received with this notice.
Adhere to the Health Rosetta Plan Sponsor Bill of Rights you should have receive with this notice.

These practices significantly differentiate both certified professionals and their design, purchasing, and management process from the typical highly-conflicted, opaque process. To help maintain the quality of Health Rosetta certification programs, they may also ask you to sign this notice and a couple other documents during the purchasing process.

How the Health Rosetta ecosystem and certification benefit you.
You’ll likely benefit both directly and indirectly as a result of working with a Health Rosetta Certified Benefits Professional. Here are a couple of the main ways.

Higher-value benefits – You should start seeing returns in the form of sustainably lower costs and higher quality care within the next 12 months. While we can’t promise specifics as this varies on many factors, Health Rosetta components implemented by other employers have sustainably reduced their spending by 10-40% per year.
Access to a deep ecosystem of solutions and best practices – Our healthcare system is in the early days of a dramatic transformation, with many new innovative approaches. This makes it difficult for you and most advisors to see through the noise. Certified professionals have access to other certified professionals, industry leading experts, the Health Rosetta blueprint, and other community resources to help see through the noise, improving the likelihood that plan changes, programs, technologies, and services you implement are appropriate and likely to work.
Learning from others - The education and other resources we make available for certified professionals are based on the real life experience of other purchasers, not theory. We actively cultivate shared learning to keep us abreast. We maintain a network of more than 3,500 experts and high national visibility to create a hivemind for identifying the best approaches. See just a few of our collaborators at healthrosetta.org/who-we-are/.

We have high expectations for certified professionals and work hard to attract those seeking to go above and beyond them. However, if you feel your certified professional is not meeting your needs, discuss with them or contact us directly at employers@healthrosetta.org. We’re happy to help. You can find more resources, our book The CEO’s Guide to Restoring the American Dream, and subscribe to updates and education at healthrosetta.org.

From Dave, Sean, and the entire Health Rosetta team, we’d like to thank you for choosing to work with a Health Rosetta Certified Professional.

(Signature page follows)

The undersigned hereby agrees that a Health Rosetta Certified Professional has reviewed the contents of and documents referenced in the foregoing HEALTH ROSETTA CLIENT NOTICE with them.

Client:	___________________________	Signed:	___________________________
Date:	___________________________	By:	___________________________
		Title:	___________________________

EXHIBIT B
HEALTH ROSETTA BENEFITS PROFESSIONAL COMPENSATION DISCLOSURE FORM

Advisor: ______________

Client: __________________

Period: _________________

Overview

A key element of the Health Rosetta’s mission is to help benefits purchasers like you build transparent, trusted relationships with the advisors that are critical to an effective benefits purchasing process, particularly in today’s world of skyrocketing health care costs and limited ability for employees to bear those costs. This form is one resource to help you.

Advisor compensation is a small portion of total spend, but the right advisor can guide the way to dramatically and sustainably improving your plan costs and quality. The wrong ones can actually do more harm than good. As a result, the total amount paid to them shouldn’t be the primary focus. Disclosing compensation helps build trust and identify potential conflicts.

High-value, forward-leaning advisors are worth their weight in gold. The strategies they use typically improve your bottom line, reduce your employees’ out-of-pocket spend, and improve the quality of care they receive. Think of it this way.

Would you rather pay 4% to an advisor who reduces total spend by 15% or 20%, or 3% to one who “negotiates” a 15% increase down to 7%? For every 100 employees on an average plan, you’d save $247,220 in year 1 and $1.2 million in 5 years (net of the higher compensation).

Unwillingness to meaningfully and fully disclose all direct and indirect compensation is typically a red flag that an advisor’s recommendations and incentives don’t align with your interests. Benefits purchasing is full of undisclosed financial and non-financial conflicts that you wouldn’t accept elsewhere from other vendors. These make intelligent purchasing decisions difficult.

You can find more resources or contact us at healthrosetta.org/employers to learn more about improving the cost and quality of your health plan, Health Rosetta Certified Professionals, or how we help benefits purchasers. A special thanks to Eric Krieg at Risk International Benefits Advisory, David Contorno at Lake Norman Benefits, Josh Jeffries at Arkin Youngentob Associates, Tom Emerick at Edison Health, and Brian Uhlig at Alera Group for helping create this form. Each is a “worth their weight in gold” type.

About Us: The Health Rosetta ecosystem’s mission is to help public & private employers and unions sustainably reduce health benefits costs and provide better care for the 150 million Americans that access care through their work. We maintain the Health Rosetta, an ever-evolving, open source blueprint for wisely purchasing benefits sourced from the highest-performing benefits purchasers and experts everywhere.

Overview of Services Provided

Some fees may be estimates and will vary throughout the course of the year. However, they shouldn’t vary significantly from estimates unless something significant and unplanned happens.

Service Provided	External Vendor	Cost/Fee for Service	Compensation Type	Total Compensation
Core Consulting Services
Pharmacy Consulting Services
Actuarial Services
Compliance Services
Wellness Consulting
Claims Audit
Data Analytics and Clinical Services
Communications
Decision Support Services & Transparency Resources
Benefits Administration
Shared Savings Comp
Total Projected Annual Costs

Expected Financial Compensation from External Vendors

Category	Vendor	Effective Date	Compensation Type	Total Compensation
Medical
Rx
Dental
Vision
Stop loss
EAP
FSA
Group Life
AD&D
LT Disability
ST Disability
Cancer
Critical Illness
Wellness
Disease Mgmt.
Broker Fee
Other
Total

Are any compensation multipliers or other bonuses applicable to the above categories of compensation?

▢ Yes (please describe below) ▢ No

If yes, are they included in the above dollar amounts?

▢ Yes ▢ No

Do you or your firm accept any non-account specific financial compensation from any products, services, or vendors you’re recommending, including, but not limited to, contingent or bonus commissions, override or retention bonuses, and back-end commissions.

▢ Yes (please describe below) ▢ No

Do you or your firm have any other financial or non-financial compensation, potential conflicts of interest, or incentives related to products, services, or vendors you’re recommending, including, but not limited to, ownership, equity stakes, revenue/profit sharing, GPO/coalition participation, preferred vendor panels, conferences or trips, or personal relationships.

▢ Yes (please describe below) ▢ No

Are there any potential reasons that could result in the above costs of services or compensation to vary more than 10% from the above projections?

▢ Yes (please describe below) ▢ No

Please describe details related to any questions to which you answered yes above, including the specific, expected, or estimated dollar value. Attach additional pages if necessary.

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Total Expected Compensation

Consulting Services
Compensation from External Vendors
Cost of Services from External Vendors

Advisor	Client
I certify that to the best of my knowledge the above is a complete and meaningful disclosure of my firm’s entire compensation.	I acknowledge that the signed Certified Advisor has presented and adequately reviewed the above disclosures.

Name:	________________________	Name:	________________________
Entity:	________________________	Entity:	________________________
Title:	________________________	Title:	________________________
Signed:	________________________	Signed:	________________________
Date	________________________	Date	________________________

EXHIBIT C

PROGRAM TERMS AND CONDITIONS

By executing the Agreement, Professional agrees to be bound to the following program terms & conditions, which are entirely incorporated into the Agreement.

1. TRADEMARKS.

HRG owns all rights to several proprietary trademarks, service marks, certification marks, logos and other graphic images, including, but not limited to, the “Health Rosetta” trademark (the “Marks”) and, in the event Professional receives certification, HRG has the right to grant Professional the limited right to use the Marks as set forth herein. The Marks constitute valuable intellectual property held by HRG and their licensors and are protected by law. Professional acknowledges and agrees that any unauthorized use of these Marks constitutes both intellectual property infringement and a breach of the Agreement and this Terms & Conditions.
While Professional’s Program acceptance status is provisional, HRG grants Professional the limited right to use the applicable Marks to indicate such provisional status under the Program; provided however, that Professional is prohibited from using the Marks in any manner that indicates or implies (as determined by HRG in its sole and absolute discretion) that Professional has achieved, or will achieve, Certification. In the event that Professional is awarded certification by HRG, then, subject to the Agreement and this Terms & Conditions, HRG grants Professional a non-exclusive, non-sublicenseable, non-transferable, revocable (in the sole discretion of HRG), royalty-free, limited license to use the applicable Marks appropriate to the level of certification achieved, for the purposes of indicating the level of Certification granted.
In connection with all use of the Marks as set forth herein, Professional agrees to use the Marks in accordance with all applicable laws, rules and regulations, and will comply at all times with the HRG Trademarks Policy as published by HRG and as may be updated from time to time (the “Trademark Usage Policy”), and any other reasonable related standards associated with the use of the Marks as provided by HRG in writing to Professional. Professional hereby represents and warrants to have fully reviewed the Trademark Usage Policy and any subsequent updates or changes.
All rights not expressly granted herein are reserved by HRG, and no license is granted hereunder for the use of the Marks for any purpose beyond the uses set forth in this Article 1 of this Terms & Conditions, or to any other intellectual property of HRG. Professional acknowledges and affirms HRG’s ownership of the Marks and the validity and enforceability thereof, and shall not engage in or support any action, claim or challenge that is inconsistent with the foregoing. All use of the Marks and the goodwill associated therewith shall inure to the sole benefit of HRG.
Professional acknowledges that the Marks and the goodwill associated therewith possess special, unique, and extraordinary characteristics, which make difficult the assessment of monetary damages that HRG would sustain as a result of any unauthorized use of the Marks. Professional recognizes that HRG would suffer irreparable injury by such unauthorized use and agree that injunctive and other equitable relief is appropriate in the event of a breach by Professional of any of the terms of this Article. Such remedy shall not be exclusive of any other remedies available to HRG, nor shall it be deemed an election of remedies by HRG.

2. PROFESSIONAL LICENSURE LIMITATIONS. Professional understands and affirms that licensure requirements and constraints that state Departments of Insurance and other licensing bodies constrain the activities licensed parties may conduct and how they may hold themselves out to the market. Professional agrees to not use any certification, Mark, or any other element of the Program in a way that would violate any licensure requirements.

3. TERM AND TERMINATION.

The term of the Agreement and this Terms & Conditions begins when Professional accepts the Agreement in accordance with Article 19 of this Terms & Conditions, and shall continue in effect unless terminated as follows:
1. Professional may terminate the Agreement in whole or in part at any time upon thirty (30) days written notice.
2. HRG may terminate the Agreement in full, (or as it relates to any Certification covered under the Agreement), immediately and without notice to Professional if Professional fails to timely pay HRG any Fees due under the Agreement.
3. Without limiting the foregoing clause regarding non-payment, the Agreement shall terminate in full, (or as it relates to any Certification covered under the Agreement), if Professional breaches Professional’s obligations under the Agreement and Professional fails to cure such breach within thirty (30) days from the date of notice of breach provided to Professional by HRG. Such breach of obligations shall include, without limitation, Professional’s misuse of any Marks or other intellectual property held by HRG, and any misstatement, whether intentionally or unintentionally made, in the information Professional submits in connection with the Program.
4. The Agreement will automatically terminate in full if HRG delivers notice to Professional that Professional has been denied Certification and Professional has exhausted all opportunities to appeal this determination.
5. The Agreement will automatically terminate in full (or as it relates to any Certification registered under the Agreement) upon: i) Professional’s failure or unwillingness to comply with any applicable ongoing Requirements or conditions of Certification under Article 1 of the Agreement or ii) the revocation or expiration of Certification by HRG.
6. Professional acknowledges that HRG has established prestige and goodwill in the Program and the Marks, which are well recognized. It is of great importance, and in the mutual interest of Professional and HRG that all Certifications under the Agreement embody the highest standards and reputation connected with HRG and other Health Rosetta entities. Therefore, Professional agrees that if Professional uses the Marks in any manner that could or does disparage, tarnish, or dilute the distinctive quality of the Marks or the reputation and goodwill embodied in the Marks, or which would reflect adversely on the Marks, any of the HRG Indemnitees, the Health Rosetta and/or the Program, in HRG’s sole discretion, then at the time of any such act or at any time after HRG learns of any such act, HRs will have the right, at its sole option, to terminate the Agreement by written notice to Professional.
Upon termination of the Agreement pursuant to Section 3.1 above:
1. Professional’s access to the Certification, online and offline communities, and any other HRG resources may be revoked by HRG, and HRG may, in its sole discretion, delete or destroy any information and all data submitted by Professional;
2. All of Professional’s rights to use the Marks pursuant to the license granted under Article 1 of this Terms & Conditions, will terminate and Professional must immediately discontinue all use and display of the Marks.
3. All fees owed to HRG by Professional as of the effective date of such termination must be paid to HRG in full within thirty (30) days of the effective date of such termination. Upon cancellation by either Party, there shall be a pro rata refund of any fees paid or owed to HRG under the Agreement.
It is expressly understood and agreed that the parties’ respective obligations under Article 7 of the Agreement; and Sections 1.1, 1.3, 1.4, and 1.5, Articles 3 through 7, and Articles 11 through 19 of this Terms & Conditions shall survive any termination of the Agreement.

4. REPRESENTATIONS AND WARRANTIES. Professional hereby warrants and represents that:

Professional has the power and authority and the legal right to enter into the Agreement and to grant the rights and perform the obligations set forth herein. If the Agreement is executed by Professional’s Agent, the Agent has the power and authority and the legal right to enter into the Agreement and to grant the rights and perform the obligations set forth herein on Professional’s behalf and the Agreement constitutes a legal, valid and binding obligation on Professional that is enforceable against Professional in accordance with its terms.
Professional has taken all necessary action required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder;
Professional has the right to provide HRG all information required under Article 3 of the Agreement;
No rights granted by Professional to HRG and/or HRG’s subcontractors pursuant to the Agreement are in violation of any other agreement; and
Information provided by Professional is and will be true, correct and complete, and accurate in all respects, and does not and will not infringe upon or misappropriate the intellectual property rights of any third party.

5. INDEMNIFICATION. Professional agrees to indemnify, defend and hold harmless HRG, HRI, and each of their respective officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries and independent contractors (collectively, the “HRG Indemnitees”) from and against all claims, actions, suits, losses, costs, liabilities, judgments, damages and expenses, including reasonable attorneys’ fees, court costs, litigation expenses and related expenses (collectively, “Claims”) arising out of or relating to (i) Professional’s breach of any of the representations, warranties or obligations set forth herein, (ii) Professional’s use of the Marks other than as set forth in Article 1 of this Terms & Conditions, (iii) any third party claim, and/or (iv) Professional’s use of, and/or reliance upon, any certification awarded under the Agreement; all of the foregoing, except to the extent such Claim was directly caused by the gross negligence or willful misconduct of HRG, HRG’s subcontractors and/or HRI. Professional understands and agrees that it is specifically intended for Professional to indemnify the HRG Indemnitees for their sole negligence and contributory negligence but not for their gross negligence or willful misconduct. To the extent Professional is required to indemnify any of the HRG Indemnitees, Professional shall not enter into any settlement without obtaining HRG’s prior written consent. Without limitation of the foregoing, any or all of the HRG Indemnitees may elect to participate in any cause of action with counsel of their choosing at their own expense.

6. DISCLAIMER OF WARRANTIES.

HRG MAKES NO (AND HRG HEREBY DISCLAIMS, TO THE GREATEST EXTENT ALLOWED BY LAW, ANY AND ALL) WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TITLE, AGAINST INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROGRAM, THE HEALTH ROSETTA, ANY APPLICATION OR FORM, THE CERTIFICATION REVIEW PROCESS, AND ANY OPTIONAL SERVICES PROVIDED BY OR ON BEHALF OF ANY HRG INDEMNITEE. HRG EXPLICITLY DISCLAIMs ANY AND ALL LIABILITY ARISING FROM PROFESSIONAL’S USE OF HRG ONLINE RESOURCES AND ANY APPLICATION OR FORM FOR ANY PURPOSE OTHER THAN FOR THE PURSUIT OF CERTIFICATION FROM HRG.
ALL DETERMINATIONS RELATED TO CERTIFICATION ARE IN THE SOLE AND ABSOLUTE DISCRETION OF HRG AND IN NO EVENT SHALL ANY HRG INDEMNITEE HAVE ANY LIABILITY AS A RESULT OF ANY DECISION TO GRANT OR NOT TO GRANT CERTIFICATION TO PROFESSIONAL FOR ANY REASON.
WITHOUT LIMITING THE BROAD SCOPE OF THIS ARTICLE 6 OF THIS TERMS & CONDITIONS, PROFESSIONAL AGREES AND ACKNOWLEDGES THAT:
1. CERTIFICATION IS NOT A REPRESENTATION, AND DOES NOT MEAN THAT PROFESSIONAL SHALL ACHIEVE A RELATIVE OR SPECIFIC LEVEL OF COST SAVINGS OR IMPROVED HEALTHCARE QUALITY AS A RESULT OF ANY HRG CERTIFICATION; AND
2. ANY GRANT OF CERTIFICATION DOES NOT MEAN THAT HRG ENDORSES, VERIFIES OR AGREES WITH ANY INFORMATION THAT HAS BEEN PROVIDED OR REPRESENTED TO HRG

7. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL ANY OF THE HRG INDEMNITEES BE LIABLE TO PROFESSIONAL, PROFESSIONAL’S AGENT, OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, TAX CREDITS, ECONOMIC BENEFITS, DATA, LOSS OF GOODWILL, OR PERSONAL OR OTHER PROPERTY DAMAGE REGARDING THE AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT BY ANY HRG INDEMNITEE OR IN CONNECTION WITH THE PROGRAM, ANY OPTIONAL SERVICES, THE HEALTH ROSETTA, ONLINE RESOURCES, OR ANY APPLICATION OR FORM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. REGARDLESS OF THE FOREGOING, AND WITHOUT LIMITING ANY OTHER PROVISION HEREIN, (I) PROFESSIONAL’S SOLE REMEDY VIS A VIS HRG AND/OR HRG’S SUBCONTRACTORS AND HRG SHALL BE LIMITED TO A RETURN OF FEES PAID BY PROFESSIONAL TO HRG; AND (II) IN NO EVENT SHALL HRG AND/OR HRG’S SUBCONTRACTORS BE LIABLE, IN THE AGGREGATE, TO PROFESSIONAL, PROFESSIONAL’S AGENT OR ANY THIRD PARTY IN EXCESS OF THE TOTAL AMOUNT OF FEES PAID BY PROFESSIONAL TO HRG UNDER THE AGREEMENT FOR THE PRODUCT, PROGRAM, CERTIFICATION, OR SERVICE TO WHICH SUCH CLAIM RELATES. FURTHER, WHILE HRG TAKES REASONABLE EFFORTS TO ENSURE THE FUNCTIONALITY OF ONLINE RESOURCES, APPLICATIONS, AND EACH FORM OR DATA CONTAINED THEREIN, ANY OF THE FOREGOING MAY CONTAIN CALCULATIVE, PROGRAMMATIC OR OTHER ERRORS, INCLUDING ERRORS THAT COULD RESULT IN INTERRUPTION OF SERVICE OR LOSS OF DATA, OR POTENTIALLY CAUSE A FORM TO MISREPRESENT COMPLIANCE OR NON-COMPLIANCE WITH A PROGRAM REQUIREMENT AND, ACCORDINGLY, IN NO EVENT SHALL ANY HRG INDEMNITEE BE LIABLE TO PROFESSIONAL OR ANY OTHER THIRD PARTY FOR ANY SUCH ERRORS.

8. MODIFICATION OF TERMS.

EXCEPT AS OTHERWISE PROVIDED HEREIN, HRG MAY CHANGE ANY OF THE PROGRAM POLICIES OR GUIDELINES, (INCLUDING WITHOUT LIMITATION, THE CERTIFICATION REQUIREMENTS, FEE SCHEDULE, AND TRADEMARK USAGE POLICY) AT ANY TIME IN ITS SOLE DISCRETION. PROFESSIONAL’S EXECUTION OF THE AGREEMENT, PARTICIPATION IN THE PROGRAM, AND/OR PROFESSIONAL’S ONGOING USE OF THE MARKS, CONSTITUTES PROFESSIONAL’S IRREVOCABLE ACCEPTANCE OF ALL SUCH CHANGES MADE, AND SUCH CONSTITUTES THE LEGAL AMENDMENT OF THE AGREEMENT.
In the event of any modification of any material terms in accordance with Section 8.1 to which Professional do not assent, Professional’s sole remedy shall be the right to terminate the Agreement and receive a refund of any Fees paid by Professional within the one hundred and eighty (180) days immediately preceding the date of termination in relation to the Program.

9. FORCE MAJEURE. None of the HRG Indemnitees shall be liable for inadequate or non-performance to the extent caused by any Force Majeure Event, which wholly or partially prevents or delays the performance of any of the duties, responsibilities or obligations of such HRG Indemnitee. As used herein, the term “Force Majeure Event” shall mean any act, event or condition (except, in each case, for the payment of money) which is beyond the reasonable control of such HRG Indemnitee, including, but not be limited to, an act of God; an act of the public enemy; civil disturbance or unrest; injunctions; lightning; fire, explosion or other serious casualty; water damage; terrorist attack (or threats thereof); epidemics; strike, lock-out or labor dispute (without regard to the reasonableness of any party’s demands or any party’s ability to satisfy such demands); accident or sabotage; unusually severe weather (including hurricane, earthquake, tornado, landslide or flood); war (whether declared or not) or threats thereof; blockades; embargoes; condemnation or other taking by the action of any governmental body on behalf of any public, quasi-governmental or private entity; other governmental action or change in Law; or shortages or failures of sources of labor, material, energy, fuel, water, other vital utility, equipment or transportation. HRG shall have the right to terminate the Agreement if a Force Majeure Event lasts for period of five (5) days or more. In such event, HRG shall return all prepaid fees for services not yet rendered (such calculation to be made by HRG, in HRG’s sole discretion).

10. NOTICES. HRG expects to be in regular communication with Professional regarding Professional’s participation in the Program. Such communications will occur via email exchange and/or through online resources. However, notices required by the Agreement must be communicated as follows:

Notices To Professional – HRG shall send all notices to Professional at the email addresses provided by Professional to HRG when Professional applied for the Program. Such notices shall be effective when sent. Professional agrees to provide HRG with up-to-date contact information for the duration of the Agreement.
Notices To HRG – Professional must provide written notice to HRG by email with delivery confirmation, and by certified mail with return receipt requested. Such communications shall be effective when actually received and must be addressed to the following Email Address:
Health Rosetta Group. Attn: General Counsel
Email Address: sean@healthrosetta.org

11. NOTICE OF CLAIM; MEDIATION; ARBITRATION.

If Professional believes that they have been damaged by any act or omission by HRG and/or HRG’s subcontractors, then Professional must provide HRG with written notice in accordance with Article 10 of this Terms & Conditions within one hundred eighty (180) calendar days after the occurrence of each such act or omission, describing with reasonable detail (i) the act and/or omission, (ii) how Professional was damaged by it and (iii) a reasonable estimate of the amount of monetary damages Professional claims to have suffered (each, a “Notice of Claim”).
In the event of any controversy, claim or dispute arising out of or relating to the Agreement, or a breach thereof, (each such event, a “Dispute”) the parties hereto agree to seek to resolve the dispute through open and good faith discussions in the first instance. If the Dispute cannot be resolved through these discussions, the parties agree second to try and settle the dispute by mediation, administered by the American Arbitration Association (“AAA”) under its Mediation Rules, and if settlement is not reached within sixty (60) calendar days after service of a written demand for mediation, such Dispute shall be finally resolved under the Rules of Arbitration of the American Arbitration Association (the “Rules”).
It is understood and acknowledged that during the pendency of a Dispute, the entire Agreement and all Terms & Conditions shall remain in effect and the parties shall continue to perform all of their respective obligations hereunder.
Except to the limited extent necessary to comply with any applicable law, legal process, or a court order or to enforce a final settlement agreement or secure enforcement of the arbitrators’ award, the parties agree that the existence, terms and content of any Arbitration, all information and documents disclosed in any Arbitration or evidencing any arbitration results, award, judgment or settlement, or the performance thereof, and any allegations, statements and admissions made or positions taken by either party in any Arbitration shall be treated and maintained in confidence and are not intended to be used or disclosed for any other purpose or in any other forum.
Without limiting the confidentiality requirements of Section 18.4 above, Professional agrees that during the pendency of a Dispute Professional will not publicly or privately disparage any of the HRG Indemnitees in any way, make or give any comments, statements, or opinions which may be harmful to the goodwill and reputation of the HRG Indemnitees, or directly or indirectly cause or encourage the making of such comments, statements, or opinions, or the taking of such actions, by anyone else. For the purposes of the Agreement, the term “disparage” includes, without limitation, comments or statements to the press and/or media, or to any individual or entity with whom the HRG Indemnitees have a business or personal relationship which would adversely affect in any manner (i) the conduct of the business of the HRG Indemnitees; (ii) the business reputation of the HRG Indemnitees; or (iii) the personal reputation of the HRG Indemnitees.

12. GOVERNING LAW. The Agreement, and all of the rights and duties of Professional and HRG Indemnities arising out of or related to the Program, shall be governed by the laws of the State of Delaware, United States of America, without regard to its conflicts of law rules.

13. REMEDIES. Except as otherwise expressly provided in the Agreement, all remedies shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

14. RELATIONSHIP OF THE PARTIES. The relationship between the parties to the Agreement is that of independent contractors with respect to the benefits described herein. The Agreement is not intended to, and does not, create any association, partnership, joint venture, employment, or agency relationship between the parties. Professional agrees that they will not hold themselves out as, an agent, affiliate, legal representative, joint-venturer, partner, employee or servant of any HRG Indemnitee for any purpose whatsoever. As an independent contractor, we are solely responsible for determining the means and methods for providing the benefits described herein.

15. HRI, THIRD PARTIES AND ASSIGNMENT OF RIGHTS. Nothing in the Agreement shall be deemed to confer any benefit or rights on or to any person or entity (including the Agent) other than Professional and HRG; provided however, that the HRG Indemnitees shall be intended third-party beneficiaries to the Agreement. HRG reserves the right to assign and/or delegate any of its rights and/or obligations in its sole discretion, including, and without limitation, the right to subcontract the performance of any services associated with the Program. Professional may not assign and/or delegate any of the rights and/or obligations under the Agreement. Any unauthorized assignment or delegation shall be null and void.

16. ENTIRE AGREEMENT. The Agreement (including all Exhibits, Schedules, the Terms & Conditions, documents and information attached, which are hereby incorporated herein and made a part hereof) constitutes a fully integrated agreement that supersedes any and all prior agreements between Professional and HRG concerning the Program. Professional agrees to comply with and be bound by the terms, conditions and provisions of all the Schedules and Exhibits whether or not any particular condition or provision is referenced in the Agreement or this Terms & Conditions. The Schedules and Exhibits are intended to be complementary and interpreted in harmony. In the event of any conflict, the Agreement and this Terms & Conditions shall take precedence. The terms and conditions for the use of any HRG website or online application are not superseded by the Agreement or this Terms & Conditions.

17. MODIFICATION AND WAIVER. Any Schedules and Exhibits to the Agreement may be amended by HRG as described in the Agreement, and Professional may be allowed to upgrade to a new Program, Certification, or Certification Tier as provided in Article 5 of the Agreement. Otherwise, the Agreement may only be modified in writing and all such written modifications must be signed by Professional and HRG’s then-current President, Chief Executive Officer, Chief Operating Officer, Executive Director, General Counsel, or other HRG officer designated by HRG’s Board of Directors or the foregoing officers. No other individual has the authority to modify the Agreement on HRG’s behalf. No action or inaction by HRG will be construed as a waiver of this or any other provision of the Agreement. To be enforceable, any waiver of the Agreement (including the Terms & Conditions, Exhibits, and Schedules) must be in writing and signed by Professional and HRG, and shall be limited to the specific terms of the waiver.

18. INTERPRETATION. The invalidity of any part of the Agreement shall not impair or affect the validity or enforceability of the rest of the Agreement, which shall remain in full force and effect. Any provision found to be invalid shall be more narrowly construed so that it becomes legal and enforceable. The headings used in this document are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision. Any rule that ambiguities are construed or interpreted against the drafter of a document, or against the party for whose benefit the document is made, shall not apply. As used in the Agreement, the plural shall include the singular and the singular shall include the plural whenever appropriate.

19. EXECUTION. BY EXECUTING THE AGREEMENT, PROFESSIONAL HEREBY AGREES TO THE TERMS, CONDITIONS AND PROVISIONS REPRESENTED IN THE AGREEMENT AND THIS TERMS & CONDITIONS. PROFESSIONAL ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THE AGREEMENT AND ALL EXHIBITS AND SCHEDULES HERETO, ALL PROGRAM POLICIES AND GUIDELINES, AND THAT THEY HAVE BEEN PROVIDED THE OPPORTUNITY TO MAINTAIN A RECORD OF THE AGREEMENT, ALL SUCH ANCILLARY DOCUMENTS, AND ALL PROGRAM POLICIES AND GUIDELINES. FURTHER, PROFESSIONAL UNDERSTANDs THAT BY AGREEING TO THESE TERMS THEY WILL BE BOUND TO A LEGALLY ENFORCEABLE CONTRACT. TO THE EXTENT PROFESSIONAL ACCEPTS THE AGREEMENT AS DESCRIBED HEREIN, HRG SHALL MAINTAIN AN ELECTRONIC RECORD OF THE AGREEMENT WHICH THEY MAY REQUEST TO REVIEW AT ANY TIME.

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August 2, 2017 11:54 am PDT

Certification Agreement Uploaded by Sean Schantzen - contact@healthrosetta.org IP 71.212.142.126

August 23, 2017 2:57 pm PDT

Melissa Taylor - melissa@healthrosetta.org added by Sean Schantzen - sean@healthrosetta.org as a CC'd Recipient Ip: 72.214.133.227

August 23, 2017 2:59 pm PDT

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August 29, 2017 10:20 am PDT

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July 16, 2018 2:05 pm PDT

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July 17, 2018 7:44 am PDT

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July 31, 2018 2:14 pm PDT

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August 23, 2018 10:07 am PDT

Melissa Taylor - melissa@healthrosetta.org added by Sean Schantzen - contact@healthfundr.com as a CC'd Recipient Ip: 12.37.157.26

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August 23, 2018 2:59 pm PDT

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