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Execution Version <br />1.10. "Indemnifying Party" shall have the meaning set forth in Section 10.1. <br />1.11. "IP Rights' means all proprietary rights and interests, however denominated (whether or not <br />tangible), throughout the world, including, without limitation, rights of the following types to the full <br />extent such rights are recognized by law: copyrights (whether or not registered); patent rights; <br />rights in industrial designs and registered designs; rights in trade secrets; rights pertaining to <br />trademarks, service marks, trade names, trade dress, and other distinctive brand identifiers <br />(whether or not registered); database rights; rights of privacy and publicity; and moral rights. <br />1.12. "Initial Term' shall have the meaning set forth in Section 13. <br />1.13. "Renewal Term" shall have the meaning set forth in Section 13. <br />1.14, 'Representatives' shall have the meaning set forth in Section 5.1.2. <br />1.15. "Services" shall mean the services to be provided pursuant to a Work Order. <br />1.16. "Term" shall have the meaning set forth in Section 13. <br />1.17. 'Third Party Loss" shall have the meaning set forth in Section 10.1. <br />1.18. "Work Order" shall mean a description of those Services to be provided by Health Dialog for <br />specified Eligible Members over a specified period of time for specified fees, as agreed to in <br />writing by the Parties. By written agreement of the Parties, other Work Orders may be added and <br />appended to this Agreement from time to time. <br />SECTION 2. RESPONSIBILITIES OF HEALTH DIALOG <br />Health Dialog shall be responsible for the following: <br />2.1. Work Orders. Health Dialog shall be responsible for performing the Services described in the <br />Work Orders. Work Orders effective as of the Effective Date are attached to this Agreement as <br />Exhibit A. By written agreement of the Parties, other Work Orders may be added and appended <br />to Exhibit A from time to time. <br />2.2. Resource Support. Health Dialog agrees to cooperate reasonably with Client in the performance <br />of Clients duties and obligations under this Agreement. Health Dialog shall deploy sufficient <br />qualified staff to perform its commitments under this Agreement and shall provide Client with <br />appropriate access to Health Dialog's key management and staff to support the relationship <br />established under this Agreement. <br />2.3. Credentialing Training and Supervision. Health Dialog shall ensure that all personnel providing <br />Health Coaching Services (as defined in the Work Orders) to Eligible Members pursuant to this <br />Agreement are qualified, in accordance with applicable laws and professional and industry <br />standards, to provide such services, and that such personnel shall provide such services in <br />accordance with applicable laws and professional and industry standards. Health Dialog shall <br />provide appropriate training and supervision to its employees, agents and independent <br />contractors, and shall establish and implement reasonable monitoring procedures to review <br />periodically the performance of Health Dialog employees, agents and independent contractors. <br />2.4. Laws. Health Dialog shall perform its obligations under this Agreement in a manner that is <br />consistent with applicable law, including the CARES Act. <br />SECTION 3. RESPONSIBILITIES OF CLIENT <br />Client shall be responsible for the following: <br />© 2020 Health Dialog - Confidential Page 2 Services Agreement <br />