AMA WELL-BEING ASSESSMENT TOOLS TERMS FOR PRACTICE ORGANIZATION

These terms of use ("Terms") describe the terms and conditions on which the American Medical Association ("AMA") provides the well-being assessment tool Mini-Z Coping with COVID and potentially other tools (together, "Survey") to the physicians, fellows, residents, medical students, and/or other non-clinician participants on the caregiver team (collectively, "Practice Participants") at your health care organization, a legal entity ("Practice").

By accepting the Terms below, you, as an authorized representative of the Practice and on behalf the Practice, irrevocably agree to be bound by these Terms. If you, on behalf of the Practice, object to these Terms, your only remedy is to not accept the Terms below.

Pursuant to this engagement, the AMA shall collaborate with the Practice as follows:

1. Periodically the AMA will electronically deliver a standardized, validated Survey to the Practice for distribution to Practice Participants by the Practice. The Practice is solely responsible for making Practice Participants aware of and promoting the Survey within the Practice. All Surveys are voluntary.

2. The AMA and its authorized designees shall collect and analyze all completed Surveys from Practice Participants. The AMA will compile and create a final Survey results report containing only aggregated and reasonably de-identified data from Practice Participant Survey responses (the "Report"). Aggregated Practice Participant Survey responses will be provided by the AMA to the Practice in the form of the Report. The AMA reserves the right to not provide a Report to a Practice, or to suppress or limit the information in a Report, if completed Surveys upon which the Report is based could compromise the privacy of Survey respondents.

3. The Survey will be administered to Practice Participants multiple times. The AMA will generate a Report for the Practice in accordance with these Terms for each Survey that is administered.

4. The Survey is provided at no cost. No fees are due to the AMA.

In addition, the Practice agrees to the following terms:

A. AMA Materials. The AMA's deliverables, work product, and other materials, including but not limited to the Reports provided to the Practice hereunder (collectively, the "AMA Materials") are the proprietary intellectual property of the AMA and its licensors. AMA Materials may only be used by the Practice internally for reference and guidance and not for any other purpose without the AMA’s prior written approval. The AMA Materials may not be publicly disclosed, distributed, or provided to any third-party excepting Practice Participants who participated in the Survey without the AMA’s prior written consent. The Practice shall not remove or obscure any copyright or other proprietary markings or notices on the AMA Materials.

B. Term. These Terms shall remain in effect for two (2) years from the date of acceptance (the "Effective Date").

C. Data Collection and Use. In consideration of provision of the Survey, the Practice agrees and authorizes the AMA and its authorized designees to access, receive, use, and disclose Program Data for the purposes of maintaining, utilizing, and managing the AMA Data Lab and furthering the AMA Practice

Transformation efforts: Solutions to Increase Joy in MedicineTM ("Initiative"). "Program Data" means any data that the AMA encounters, collects, creates, compiles, receives, uses, or maintains in the course of providing the Survey. The "AMA Data Lab" is the AMA’s data repository for burnout and satisfaction data, and related AMA Initiative data, collected from Practice Participants pursuant to these Terms and the broader Initiative.

All right, title, and interest including copyright in and to the Program Data is the sole property of the AMA. Program Data may be personally identifiable to individual Practice Participants. The AMA shall secure appropriate authorizations, consents, and permissions to the extent required by applicable law from each Practice Participant for participation in the Survey. The AMA shall ensure and protect the privacy and security of Program Data that is personally identifiable and that is created, transmitted, disclosed, or used pursuant to Surveys administered under these Terms to the full extent required by applicable law.

AMA authorized licensees, representatives, agents, and contractors may access and use Program Data only upon the AMA’s receipt of written and signed assurances that such recipient shall ensure and protect the privacy and security of Program Data that is personally identifiable to the full extent required by applicable law and shall agree to use Program Data only for research, scholarly publication and, as related to physician burnout trends, causes, interventions, and burnout reduction, in connection with the AMA’s efforts in these areas (the "Scope").

Program Data that is aggregated and reasonably de-identified may be disclosed by the AMA for use of such data only for limited purposes within Scope.

The Practice shall secure authorizations, consents, and permissions from Practice Participants to the extent required by applicable law in order for the AMA to provide the Survey and for the Practice to receive Program Data in the Report under these Terms.

The Practice shall not re-identify or attempt to re-identify any Program Data in a manner that would ascertain or attempt to ascertain the identity of a Program Participant.

The Practice shall not use the Program Data or the Report for the purpose of selling products or services.

The Practice represents and certifies that no "Protected Health Information," as defined in 45 C.F.R. § 160.103, shall be disclosed to the AMA in connection with provision of the Survey.

D. Confidentiality. Each party agrees to treat all business and financial information it encounters or receives in connection with actions under these Terms as confidential ("Confidential Information") and shall not disclose such Confidential Information of the other party to any third party except to employees and contractors who have a need to know in connection with these Terms, provided such employees and contractors are bound by obligations of confidentiality at least as stringent as those contained herein. To the extent Program Data is or contains Confidential Data, such information will be treated as Confidential Data.

Notwithstanding the foregoing, the following information shall not be treated as Confidential Information: (i) information that is or was acquired by the receiving party from a third party and is not subject to an unexpired obligation to the disclosing party or such third party restricting the receiving party’s use or disclosure thereof; (ii) information that is independently developed by the receiving party

without reliance upon or use of any of the Confidential Information provided by the disclosing party; or (iii) information that is or has become generally publicly available through no fault or action of the receiving party or wrongdoing of a third party.

E. Warranty. The AMA will perform its obligations in a professional, workmanlike manner. EXCEPT FOR THE FOREGOING, THE OBLIGATIONS INCLUDING THE SURVEY IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND THE AMA DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT HEREUNDER.

F. Hold Harmless, Indemnification and Limitation of Liability. The Practice shall hold harmless and indemnify the AMA from any and all liability arising out of the Practice’s negligence or more willful conduct in connection with this engagement including the Practice’s use and interpretation of the AMA Materials. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

G. Limitation on Use of Party Names and Logos. Nothing in these Terms shall be construed to grant either party any rights with respect to use of the other party’s name, logo, or trademark except as expressly approved in writing by the owning party. Neither party may imply approval or endorsement of its organization by the other party by reason of these Terms. Notwithstanding the previous language, the AMA and the Practice may mutually agree to co-brand the Report.

H. Arbitration. Any controversy or claim arising out of or relating to these Terms shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association ("AAA") under its rules for resolution of commercial disputes, except that in the event of violation or threatened violation of a party’s confidentiality obligations hereunder or intellectual property rights, a party may seek equitable (including injunctive) or other appropriate relief in the courts of the state of Illinois and/or the United States District Court for the Northern District of Illinois and such courts shall have exclusive jurisdiction over any such action and the parties hereto agree to submit to the jurisdiction of said courts. With respect to arbitration, if the parties are unable to agree upon an impartial arbitrator within thirty (30) days of either party requesting arbitration, either party may apply to the AAA to make the appointment. The impartial arbitrator shall be an attorney or a retired judge and admitted to practice in Illinois. The arbitration shall be held in Chicago, Illinois. All submissions to the arbitrator, the proceedings and the award shall be confidential. The parties express their desire that the arbitration be conducted on an expedited basis with minimal discovery. The award shall be in writing and set forth the factual and legal bases for the award. The parties renounce recourse to litigation, to the extent provided by law, and intend the award to be final and binding except that judgment with respect to the award may be entered in any court having jurisdiction over the parties or their assets.

I. Independent Contractor. The AMA is an independent contractor and not an employee, agent, or partner of the Practice or the Practice Participants. Nothing contained in these Terms shall be construed as establishing or constituting a partnership, agency, or joint venture between the Practice or the Practice Participants and the AMA.

J. General Provisions. The Practice represents that these Terms are agreed to by a duly authorized representative of the Practice. These Terms (i) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior agreements or understandings with respect

to the subject matter of these Terms; and (ii) shall be governed by the internal laws of the State of Illinois without regard to choice of law principles. If any provision of these Terms is determined to be invalid or unenforceable in any jurisdiction, the remaining provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally construed so as to effectuate the purposes and intent of the parties. The failure of either party to enforce any right or obligation under these Terms shall not be deemed a waiver thereof and shall not prevent the later enforcement of any right or obligation hereunder.