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Network Access Agreement

This Network Access Agreement (the “Agreement”) is entered into by and between
Sentara Healthcare, with a principal place of business at 6015 Poplar Hall Drive, Norfolk,
Virginia 23502 (“Sentara”) and North ___________________
America Photon Limited with a principal place of business at
Level 7, NeXTeracom Tower 1, Cybercitiy,
_____________________
Ebene Marutius (“User”). This Agreement shall be effective as of the date this
Agreement is fully executed by the parties.

Background

WHEREAS, User is a _______________


Technology Consultant (specify physician group practice, public health
entity, health care facility, etc.), that wishes to have access to Sentara’s network and applications
(collectively, the “System”); and

WHEREAS, Sentara agrees to allow User to access the System, subject to the
requirements of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained and intending to
be legally bound hereby, the parties hereto agree as follows:

1. Access. Sentara will provide User with access to the System in accordance with the
terms of this Agreement. Sentara will provide User with one or more login codes and passwords
depending on the access method and specific systems to be accessed. As a condition to having
access to the System, User agrees to the provisions set forth below.

a. Sentara may change login codes and passwords at any time and from time to time.

b. Certain passwords may expire on a periodic basis requiring User to input a new
password.

c. User shall ensure that each individual associated with User, including but not
limited to User’s agents, employees and subcontractors (collectively, the “User Individuals”),
who will access the System, does not share his/her login codes and passwords with any other
person.

d. User shall not allow another person to access the System using User’s login codes
and passwords.

e. User shall immediately notify Sentara in writing if User has reason to believe that
any login code or password issued to the User has been compromised.

f. User shall access the System only in instances in which User has a legitimate need
to have access to such information.

g. User shall access only the minimum amount of data from the System as is
necessary to satisfy User’s legitimate need.

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h. Upon termination of this Agreement or termination of User’s underlying services
or contractor agreement with Sentara, User’s access to the System shall be terminated.

i. Prior to Sentara issuing a login code and password to any User Individual, User
shall provide written notice to Sentara concerning such User Individual’s name, title and
relationship to User. User shall provide written notice to Sentara within two (2) business days
after any User Individual ceases to be employed or contracted by User or a User Individual
ceases to have a legitimate need to access the System.

2. Statement of Responsibility and Confidentiality. User shall ensure that each User
Individual agrees to the same obligations that apply under this Agreement to User regarding
access to the System. User shall ensure that User Individuals access the System only in
accordance with rules, policies and procedures established by Sentara.

3. Liability. User shall be fully responsible and liable for all data, information or orders
entered into the System using login codes and passwords issued to User by Sentara.

4. Confidentiality. User acknowledges that by virtue of Sentara providing access to the


System, User will have access to information of Sentara that is confidential, proprietary and
sensitive in nature, and that such information is the property of Sentara (collectively, the
“Confidential Information”). During and subsequent to the term of this Agreement, User shall
not disclose the Confidential Information to any third party, and User shall not copy or permit to
be copied, without Sentara’s express prior written consent, the Confidential Information,
including, but not limited to, information regarding Sentara’s patients, costs, or treatment
methods, to the extent that such information is not otherwise available to the public. User shall
not disclose to any third party any patient or medical record information regarding Sentara
patients, except where permitted or required by law or where such disclosure is expressly
approved in writing by Sentara or the patient, as applicable. User shall comply with all bylaws,
rules, regulations, and policies of Sentara, regarding the treatment of Confidential Information.
Each party acknowledges that in receiving or otherwise dealing with any records or information
from the other party about any patient receiving treatment for alcohol or drug abuse, each party
is fully bound by the provisions of the federal regulations governing Confidentiality of Alcohol
and Drug Abuse Patient Records (42 C.F.R. Part 2, as amended from time to time). Sentara and
User shall comply with the applicable provisions of the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), as codified at 42 U.S.C. §1320d through d-8, and the
requirements of any regulations promulgated thereunder, including without limitation the federal
privacy regulations as contained in 45 CFR Part 164 and the federal security standards as
contained in 45 CFR Part 142. Sentara and User shall enter into a Business Associate
Agreement as required by HIPAA.

5. Term and Termination. This Agreement shall remain in effect until terminated in writing
by either party. Sentara may terminate this Agreement immediately if Sentara determines, in its
sole discretion, that User has breached or is breaching any provision of this Agreement.

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6. Indemnification. User shall indemnify, defend and hold harmless Sentara and its officers,
directors, affiliates and employees from and against any and all liability, loss, claim, demand,
action or cause of action, suffered or incurred as a result of the use and/or access of the System
by User or User Individuals.

7. Disclaimer. Sentara disclaims all warranties, express or implied, including, without


limitation, the implied warranties of merchantability, title, and fitness for a particular purpose.
Sentara does not warrant that access to, or use of the System will be uninterrupted or error-free,
or that any software or services will meet any particular criteria of performance or quality. By
signing hereunder, User expressly acknowledges and agrees that Sentara has not made any
express or implied representations, assurances and/or warranties regarding the use or availability
of the System.

8. Primacy. To the extent that any provisions of this Agreement conflict with the provisions
of any underlying services or contractor agreement with Sentara, this Agreement shall control
with respect to the subject matter of this Agreement.

9. Survival. The obligations of the parties under Sections 4 and 6 of this Agreement shall
survive the term and termination of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by


their duly authorized representatives.

USER: SENTARA HEALTHCARE:

____________________________ ______________________________
Signature Signature

____________________________ ______________________________
Printed Name Printed Name

____________________________ ______________________________
Title Title

____________________________ ______________________________
Date Date

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