BETA END-USER LICENSE AGREEMENT FOR Collaborative Care Initiative: Measure Based Guidance (CCI-MBG). IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING to use this service:

COLLABORATIVE CARE INITIATIVE LLC (CCI) End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and CCI for the CCI software service product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE "). By installing, or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and CCI, (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of CCI. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE.

The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.

GRANT OF LICENSE.

The SOFTWARE is licensed as follows:

What Beta users get:

In exchange for your feedback, CCI grants you the right to use the SOFTWARE to create up 100 patient accounts during the Beta use period (February 10, 2012– August 10, 2012). During this period will have access to updates and you may bill your patients for the service without compensation to CCI.

You may assign a baseline pre-assessment and up to 50 progress reports for each account. You will be able to create an unlimited number of Follow-up notes for each account. You will comply with all applicable local and national rules and regulations regarding protected patient information.

You agree to provide feedback on the performance and usability of the CCI-MBG service and participate in up to two feedback teleconferences each month.

Conditions and Promises:

You agree not to copy, share, decompile, or recreate the service or any of its elements.

You agree not to disclose any information about the service or its feature with competitors without the written consent of CCI.

You agree not to create similar products or advise others creating similar products for a period of 5 years.

BETA DISCLAIMER

THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS

CONFIDENTIALITY

You agree that, unless otherwise specifically provided herein or agreed by the CCI in writing, the SOFTWARE, including the specific design and structure of individual modules or reports and the SOFTWARE, provided to you by CCI constitute confidential proprietary information of CCI. You shall permit only authorized users to use the SOFTWARE . You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of CCI. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the SOFTWARE provided to you by CCI. You will use your best efforts to cooperate with and assist CCI in identifying and preventing any unauthorized use, copying, or disclosure of the SOFTWARE or any portion thereof.

FEEDBACK

It is expressly understood, acknowledged and agreed that you shall, provide to CCI reasonable suggestions, comments and feedback regarding the SOFTWARE, including but not limited to usability, bug reports and test results, with respect to SOFTWARE testing (collectively, "Feedback"). If you provide such Feedback to CCI, you shall grant CCI the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any CCI product, technology, service, specification or other documentation (individually and collectively, "CCI Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any CCI Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a CCI Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require CCI to comply with any additional obligations with respect to any CCI Products that incorporate any Feedback.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Maintenance of Copyright Notices.

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE.

Distribution.

You may not distribute registered copies of the SOFTWARE to third parties.

Prohibition on Reverse Engineering, Decompilation, and Disassembly.

You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Rental.

You may not rent, lease, or lend the SOFTWARE.

Support Services.

CCI may provide you with support services related to the SOFTWARE ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA. Notwithstanding, CCI is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the SOFTWARE will be corrected.

Compliance with Applicable Laws.

You must comply with all applicable laws regarding use of the SOFTWARE.

TERMINATION

Without prejudice to any other rights, CCI may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE in your possession. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to CCI (or, at CCI's request, destroy), the SOFTWARE and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.

COPYRIGHT

All title, including but not limited to copyrights, in and to the SOFTWARE and any copies thereof are owned by CCI or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by CCI.

NO WARRANTIES

CCI expressly disclaims any warranty for the SOFTWARE. The SOFTWARE is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. CCI does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE. CCI makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. CCI further expressly disclaims any warranty or representation to Authorized Users or to any third party.

LIMITATION OF LIABILITY

Provision of any SOFTWARE under this Agreement is experimental and shall not create any obligation for CCI to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop SOFTWARE either to Licensee or to any other party.

CCI CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO CCI BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL CCI BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF CCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GOVERNING LAW AND CHOICE OF FORUM

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within Massachusetts. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.