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<br />Enterprise Agreement
<br />1Life Healthcare, Inc. Confidential Information
<br />REV: 11-16-2021 MI
<br />by law or judicial decision. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if
<br />any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
<br />8. Miscellaneous. The parties agree that the Order Schedule and these Enterprise Terms are the entire Agreement between them regarding the
<br />subject matter hereof. Except as provided herein, no change, modification, extension, termination, or waiver of this Agreement, or of any
<br />provision herein, shall be valid unless made in writing and signed by each party. This Agreement may not be assigned by either party without the
<br />prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed; provided however, that either
<br />party may assign this Agreement (including all Order Schedules) without consent of the other party, to an affiliate or in connection with a merger,
<br />acquisition or sale of substantially all of the assets of its business. In the event that any provision of this Agreement is determined to be invalid,
<br />illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect without such
<br />provision.
<br />CCPA DATA PROCESSING ADDENDUM
<br />This CCPA Data Processing Addendum (“Addendum”), effective January 1, 20220, reflects the agreement between Customer and 1Lifein relation
<br />to the Processing of Enterprise Personal Information and is incorporated into the Agreement.
<br />1Life understands the terms in this Addendum and agrees to comply with them. This Addendum shall terminate automatically when the
<br />Agreement expires or terminates.
<br />1. DEFINITIONS
<br />1.1. “CCPA” means the California Consumer Privacy Act of 2018 (“CCPA”), as amended or replaced from time to time, along
<br />with any implementing regulation.
<br />1.2.“Consumer” means natural persons who reside in California as defined by Section 17014 of Title 18 of the California Code
<br />of Regulations.
<br />1.3.“Consumer Request” means any request submitted by a Consumer to exercise a right in relation to that Consumer’s
<br />Enterprise Personal Information provided by the CCPA.
<br />1.4.“Enterprise Personal Information” is personal information, as defined under the CCPA, of any Consumer, which is
<br />processed by 1Life on behalf of Customer under the Agreement, but does not include any personal information governed
<br />under HIPAA.
<br />1.5.“Process” means any operation or set of operations that are performed on Enterprise Personal Information by 1Life under
<br />the Agreement.
<br />1.6. “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise
<br />communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business
<br />or a third party for monetary or other valuable consideration.
<br />1.7. “Services” means the services to be provided by 1Life to Customer as specified in the Agreement.
<br />2. CONSUMER REQUESTS. Customer shall be responsible for all communications in relation to all requests made by Consumers in relation
<br />to Enterprise Personal Information.
<br />3. 1LIFE’S OBLIGATIONS
<br />3.1.Restrictions on Personal Information. 1Life will Process Enterprise Personal Information as necessary to perform the
<br />Services, and will not Sell, Process, use, share, transfer Enterprise Personal Information for any purpose not related to
<br />providing the Services, outside of the direct business relationship between 1Life and Customer, or as otherwise permitted
<br />by the CCPA. For clarity, 1Life may share or transfer Enterprise Personal Information with its own service providers to the
<br />extent necessary to perform the Services. 1Life may use Aggregated and De-identified information (as defined in the CCPA)
<br />for statistical analysis and its business operations purposes.
<br />3.2.Customer Requests. If 1Life, directly or indirectly, receives a Consumer Request relating to Enterprise’s Personal
<br />Information, 1Life may provide a copy of the Consumer Request to Customer and direct the Consumer to make the
<br />Consumer Request directly with Customer.
<br />4. GENERAL
<br />4.1. Except as provided in this Addendum, all other terms of the Agreement will remain in full force and effect. In the event of
<br />any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum prevail.
<br />4.2. Any provision of this Addendum that is prohibited or unenforceable shall be ineffective to the extent of such prohibition
<br />or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any
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