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Agmt21 OneMedical
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Agmt21 OneMedical
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Last modified
3/14/2022 2:57:04 PM
Creation date
1/5/2022 11:55:06 AM
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Agreement
Contractor Name
OneMedical
PROJECT NAME
COVID-19 Testing
RMP File Number
304.5
Date
12/2/2021
Amendment
Yes
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Page | 2 <br />Enterprise Agreement <br />1Life Healthcare, Inc. Confidential Information <br />REV: 11-16-2021 MI <br />TOTAL 423 <br />If zero (0) Virtual EIs are identified above, the terms herein applicable to Virtual EIs and Virtual Memberships do not apply. <br />Subscription Term <br />Subscription Start Date 11/24/2021 <br />Subscription End Date 12/31/2022 <br />Subscription Periods within the Subscription Term <br />(dates) <br />Period 1 11/24/2021 -12/31/2022 (14.5 Months) <br />Pricing and Payment <br />Period 1 Payment <br />Period 1 Eligible Individuals 398 Market EI’s + 25 Virtual EI’s <br />Period 1 Membership Fee $13.50 Per Eligible Individual per Month (PEPM) in Market; and $6.50 PEPM for Virtual EI’s <br />Period 1 Implementation Fee for Healthy Together $0.00 (waived) <br />Period 1 Total Fee $66,426.00 (2.5 months free) <br />1. Subscription Fees <br />For Period 1, 1Life shall invoice Customer for the Membership Fee and the Implementation Fee as set forth above on the Subscription Start Date. <br />If, during any Period, Customer provides notice that it wishes to add to the number of Eligible Individuals shown above, the parties agree to <br />negotiate in good faith an amendment to this Agreement, provided that no amendment shall be binding unless and until duly executed by the <br />parties’ respective authorized representatives. Customer and 1Life may enter into a written amendment charging Supplemental Membership <br />Fees based on additional Markets opening in close proximity to Virtual EIs, as set forth in Exhibit 1. <br />2. Subscriptions <br />The Enterprise Subscription under this Order Schedule will run for the initial Subscription Term stated in the table above. Either party may <br />terminate at the end of the relevant Subscription Term by giving the other party notice of non-renewal at least thirty (30) days prior to the end <br />of the Subscription Term. Additionally, either Party may terminate a multi-Period Subscription Term by giving notice of non-renewal at least <br />thirty (30) days prior to the end of any given Period during such Subscription Term. <br />3. Expanded Offerings <br />Expanded Offerings As Set Forth in Exhibit: <br />Healthy Together (included in pricing above)2 <br />If Customer desires to purchase an on-site flu vaccination program for their Eligible Individuals in Market(s), Customer shall contact their 1Life <br />account manager to receive details regarding such on-site and an order form as appropriate. <br />4. Payment <br />Fees will be as calculated as indicated in the tables above or the applicable Exhibit and set forth in the applicable invoice. Customer shall pay all <br />fees due hereunder within thirty (30) days of the date of invoice. All fees are non-refundable and are exclusive of all applicable taxes, levies, or <br />duties of any nature, including any employment-based taxes or withholding, for which Customer is responsible. Any late payments shall be <br />subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. 1Life may <br />terminate any offering for non-payment, effective upon written notice. <br />5. Communication obligations; logo usage <br />Customer agrees to cooperate with 1Life to implement periodic multi-channel communication plans including educating Eligible Individuals about <br />the Membership, updating Customer benefit materials and assisting with engagement programs throughout the applicable Period. Additionally, <br />1Life may send to Eligible Individuals at least two (2) email campaigns regarding Membership per Period, each campaign consisting of not less <br />than three emails. Customer agrees to provide 1Life with eligibility and related contact information on a quarterly basis as reasonably required <br />to enable such communication programs. Customer agrees that 1Life may use Customer’s name and logo in listings of 1Life’s customers and in <br />other public statements or disclosures for marketing purposes, with prior written consent. <br />6. Order <br />This Order Schedule is part of an agreement (the “Agreement”) between Customer listed on page 1, and 1Life Healthcare, Inc., a Delaware <br />corporation. The Agreement includes all of the terms stated in this Order Schedule, and the 1Life Enterprise Terms, including the CCPA Addendum, <br />ATTY/AGR.2021.286/One Medical (Page 2 of 11)
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