Parallel Partner Program

Parallel Partner Program

This Parallel Partner Program (“Program Terms”) describes the terms for participation in a discount program offered by Parallel Behavioral Health, P.C., a Connecticut professional corporation, on behalf of itself and its associated medical groups (collectively, “Parallel BH”) and Parallel Learning, Inc., a Delaware corporation (“MSO”) (Parallel BH and MSO are referred to collectively as “Parallel Learning”).

1. Parallel Services; Participation Process.

1. Services. Parallel Learning provides professional behavioral health and attendant administrative services through a telehealth technology platform (the “Services”). A more detailed description of the Services is available on Parallel Learning’s website at: https://www.parallellearning.com/.
2. Partner Participation Structure. Parallel Learning makes the Services available to organizations on a preferred and discounted basis under these Program Terms. When a Partner commits to certain metrics on utilization, Parallel is able to offer Service discounts, as described in more detail in the Partner’s Participation Form, to individuals associated with Partner (“Participants”).
3. Agreement. When party signs Participation Form, the party is a “Partner” and these Program Terms along with the Participation Form become an agreement (referred to as the “Agreement” herein) between Parallel BH, MSO, and Partner (each a “Party”).

2. Term/Termination.

1. Term. The Agreement begins on the Effective Date of the respective Participation Form and remains in effect for a period of one (1) year from the Effective Date (“Initial Term”). At the end of the first year, the Agreement shall automatically renew for subsequent one (1) year periods (each a “Renewal Term”; together with the Initial Term, the “Term”) unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the then-current Initial or Renewal Term.
2. Termination without Cause. Either Party may terminate the Agreement at any time without cause upon thirty (30) days’ written notice to the other Party.
3. Effect of Termination. Upon the termination of the Agreement, neither Party shall have any further obligations hereunder except for obligations, promises or covenants contained herein which are expressly made or intended to survive beyond the Term.

3. Participants.

1. Participant Agreements. Participants must agree to Parallel Learning’s standard intake forms, including its Terms of Use, Privacy Policy, and Informed Consent. Participants are not parties to the Agreement.
2. Participant Fees. Participants are responsible for paying the Service fees subject to any discount offered under this Agreement.

4. Confidentiality.

1. Restrictions and Limitations. Except as otherwise expressly provided in the Agreement, no Party may disclose any other Party’s Confidential Information other than strictly on a need-to-know basis to such Party’s employees, professional staff and other personnel who require access to the other Party’s Confidential Information in order to perform the disclosing Party’s obligations or exercise the disclosing Party’s rights under the Agreement. Notwithstanding the foregoing, each Party agrees: (i) to hold the other Party’s Confidential Information in strict confidence, using the same degree of care and protection (but no less than a reasonable degree) that it exercises with its own Confidential Information of a similar nature; (ii) not to directly or indirectly disclose or otherwise make available any Confidential Information of the other Party to a third party (including consultants and independent contractors, unless such consultants or independent contractors require access to the other Party’s Confidential Information and have agreed in writing to abide by the confidentiality obligations in this Section to the same extent as applicable to such Party); and (iii) not to copy or use the other Party’s Confidential Information for any purpose other than as necessary to fulfill such Party’s obligations or to exercise its rights under the Agreement.
2. Definition. As used herein, “Confidential Information” means the Agreement, and all information (whether written, oral, electronic or otherwise, whether technical or non-technical in nature, and whether specifically identified as “confidential”, “proprietary”, “non-public”, or “competitively-sensitive”) provided by a Party to the other Party pursuant to the Agreement that a reasonable person would consider confidential, proprietary or otherwise competitively sensitive, including trade secrets, know-how, firmware, designs, data models, schematics, techniques, code, plans or any other information relating to the products, technology, services and business of the Party providing the information. Confidential Information shall not include information that: (i) is now or hereafter in the public domain through no fault of or breach by the recipient Party; (ii) prior to disclosure hereunder, is properly within the rightful possession of the recipient Party as evidenced by documentation of the recipient Party; or (iii) prior to or subsequent to disclosure hereunder, is lawfully received by the recipient Party from a third party who the recipient Party knows or has reason to believe is not subject to a restriction on further disclosure of such information.
3. Return or Destruction of Confidential Information. Upon the termination of the Agreement, each Party shall promptly cease any use and either destroy (and certify to the other Party as to such destruction), or deliver to the other Party, all Confidential Information of the other Party, in any form, other than the Party’s internal copies of the Agreement.
4. Survival.  This Section shall survive the termination of the Agreement.

5. Limitation of Liability; Disclaimer.

1. Limitation of Liability. IN NO EVENT WILL ANY PARTY’S LIABILITY UNDER THE AGREEMENT OR IN CONNECTION WITH THE SERVICES PROVIDED BY PARALLEL LEARNING INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. The Parties acknowledge that the limitations in this section reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.
2. Disclaimer. PARALLEL LEARNING DOES NOT MAKE ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. PARALLEL LEARNING EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING SET FORTH HEREIN, PARALLEL LEARNING DOES NOT WARRANT: AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES, THAT THE SERVICES ARE ERROR-FREE, THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED, THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS OR WILL BE ACCURATE OR COMPLETE, OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE.

6. Miscellaneous.

1. Amendment. The Agreement may only be amended by a written instrument signed by all Parties; provided, Parallel Learning shall have the right to amend the Program Terms upon written notice to Partner. In the event Parallel Learning exercises such right to amend the Program Terms and Partner does not agree to the amendment, Partner may terminate the Agreement before the effective date of such amended Program Terms.
2. No Waiver. No Party shall be deemed to have waived any claim arising out of the Agreement, or any power, right, privilege or remedy under the Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party.
3. Non-Solicitation Covenants. During the Term and for one (1) year after termination of the Agreement, Partner shall not solicit or attempt to induce any employee or contractor of Parallel Learning to terminate his or her relationship with Parallel Learning. The Parties acknowledge and agree that a violation of this non-solicitation provision would cause serious and irreparable harm to Parallel Learning. The covenant set forth in this Section shall survive the termination of the Agreement.
4. Independent Contractor Status. The Parties shall at all times be, and act and perform as, independent contractors in connection with the Agreement. None of the Parties, nor any of their officers, directors, employees or representatives shall be construed to be the agent, employee or representative of the other Party or have an express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the other Party.
5. Entire Agreement. The Agreement and the other agreements, exhibits, and schedules referred to herein, constitute the entire agreement, and supersede all prior and contemporaneous agreements and understandings, both written and oral, between the Parties, with respect to the subject matter hereof.
6. Assignment. No Party may assign or delegate the Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties, and any Party’s attempted assignment or delegation of the Agreement or any of its duties or obligations without the prior written consent of the other Parties shall be void and of no effect.
7. Successors and Assigns. The Agreement shall be binding upon and shall insure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. Nothing in the Agreement, express or implied, is intended to or shall confer upon anyone other than the Parties any right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
8. Applicable Law. All issues and questions concerning the construction, validity, enforcement and interpretation of the Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.
9. Notices. All notices, requests, demands and other communications under the Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (i) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (ii) if sent designated for overnight delivery by nationally recognized overnight air courier (such as DHL or Federal Express), one business day after mailing; and (iii) if otherwise actually personally delivered, when delivered; provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as one Party shall provide by like notice to the other Party:

If to MSO or Parallel BH:

Parallel Learning, Inc.

228 Park Ave. S #97411

New York, New York 10003

If to Referral Partner:

Address indicated in Participation Form

1. No Third-Party Rights. The Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties) any right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

[END OF PROGRAM TERMS]

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