EXHIBIT C:

Definition of Confidential Information:

“Confidential Information” includes any information, data, documents, reports, software, trade secrets, business plans, marketing strategies, financial information, and any other information deemed confidential and proprietary by the EHR Company.

Obligations:

1. Non-Disclosure: The Consultant agrees not to disclose, directly or indirectly, any Confidential Information to any third party or to use such information for any purpose other than as necessary for the performance of the services provided by the Consultant to the EHR Company.
2. Protection: The Consultant will take reasonable measures to protect the confidentiality of the Confidential Information and prevent unauthorized access or disclosure.
3. Return of Information: Upon the termination of the Consultant’s services, the Consultant shall promptly return to the EHR Company all documents, records, and other materials containing or relating to the Confidential Information.

Exceptions:

The obligations of confidentiality shall not apply to information that is:

1. Publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the Consultant.
2. Already known to the Consultant at the time of disclosure.
3. Received from a third party who has the right to disclose it.

Term:

This Agreement will become effective on the date first above written and will continue for a period of 15 years, unless terminated earlier by mutual written agreement or if the Consultant no longer provides services to the EHR Company.

Governing Law:

This Agreement is governed by and will be construed in accordance with the laws of New Jersey.

Entire Agreement:

This Agreement constitutes the entire understanding between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

Exhibit D:

Ownership of Work Product:

1. Work Product Definition: All software, code, applications, documentation, designs, reports, and any other materials or deliverables created by the Consultant as part of the Services shall be considered “Work Product.”
2. Ownership: The Parties agree that the EHR Company shall be the exclusive owner of all Work Product created by the Consultant during the course of providing the Services. The Consultant hereby assigns and transfers all rights, title, and interest in the Work Product to the EHR Company.
3. License: The EHR Company hereby grants the Consultant a non-exclusive, non-transferable license to use the Work Product solely for the purpose of providing the Services to the EHR Company.
4. No Restrictions: The Consultant agrees not to create, use, or distribute any software, code, or materials that are substantially similar to the Work Product created for the EHR Company.

Confidentiality:

The Consultant shall maintain the confidentiality of all Work Product and any proprietary or confidential information belonging to the EHR Company.

Compensation:

The Consultant shall receive compensation as agreed upon in a separate agreement for the Services rendered.

Governing Law:

This Agreement is governed by and will be construed in accordance with the laws of New Jersey.

Entire Agreement:

This Agreement constitutes the entire understanding between the Parties concerning the ownership of Work Product and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

Severability:

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

IN WITNESS WHEREOF, the Parties hereto have executed this Ownership of Work Product Agreement as of the date first above written.

Exhibit E – Term and Termination

Term and Termination Agreement

This Term and Termination Agreement (“Agreement”) is entered into on Agreement Date, by and between the Company and Consultant. Collectively referred to as the “Parties.”

Background:

The EHR Company and the Consultant (collectively, the “Parties”) have entered into a business relationship where the Consultant provides software consulting services to the EHR Company.

1. Term:
   The term of this Agreement shall commence on the hiring date and shall continue until terminated in accordance with the provisions of this Agreement.

2. Termination by Consultant:
   The Consultant may terminate this Agreement by providing a written notice of 14 days to the EHR Company. The EHR Company shall pay the Consultant for services rendered up to the effective date of termination.

3. Termination by EHR Company:
   The EHR Company reserves the right to terminate this Agreement at any time, with or without cause and without prior notice. In the event of termination by the EHR Company, the Consultant shall promptly deliver all work products, code, documents, and materials to the EHR Company, and any outstanding fees or expenses will be paid up to the termination date.

4. Handover of Code and Materials:
   Upon termination of this Agreement, the Consultant shall provide all code, documents, reports, and other materials, whether in physical or electronic form, created or used in the course of providing services to the EHR Company. The Consultant shall ensure that all necessary information, materials, and access are transferred to the EHR Company for the continuity of work.

5. Survival:
   Sections 3 and 4 of this Agreement shall survive termination and continue to be binding on the Parties.

6. Governing Law:
   This Agreement is governed by and will be construed in accordance with the laws of New Jersey.

Entire Agreement:

This Agreement constitutes the entire understanding between the Parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

IN WITNESS WHEREOF, the Parties hereto have executed this Term and Termination Agreement as of the date first above written.