90-Day Pilot Program Agreement

This 90-Day Pilot Program Agreement (“Agreement”) is entered into as of the date signed below, between Vigil Health, a Utah company (“Vigil”), and the medical practice identified below (“Practice”).

1. Pilot Program

Vigil grants Practice a 90-day pilot access to the Vigil Health Chronic Care Management (CCM) platform, beginning on the date of account activation (“Start Date”) and ending 90 calendar days thereafter (“Pilot Period”), unless earlier terminated per Section 7.

The purpose of the Pilot Period is to evaluate the platform for Practice's CCM program. Practice agrees to provide honest feedback to Vigil and to designate at least one care coordinator and one supervising provider to participate in onboarding and ongoing use.

2. Fees and Payment

The following fees apply under the Founding Practice Program rate:

Standard list price for the onboarding fee is $1,000.00. The Founding Practice rate of $500.00 is a permanent discount, not limited to the Pilot Period. All payments via ACH through Melio — no credit cards. Mid-month enrollments prorated at 1/30th per day.

3. HIPAA and Business Associate Agreement

A Business Associate Agreement (BAA) between Vigil and Practice is required before Practice may enter any real patient Protected Health Information (PHI) into the platform. Vigil will provide a BAA for execution concurrently with or immediately following this Agreement. Practice agrees not to use the platform with real patient data until the BAA is fully executed.

4. Practice Obligations

During the Pilot Period, Practice agrees to:

• Designate a primary care coordinator and supervising provider(s) for CCM services.
• Complete Vigil's onboarding process within 14 days of account activation.
• Enroll a minimum of 10 patients to activate monthly billing.
• Ensure all platform users complete MFA setup before accessing patient data.
• Provide written feedback to Vigil within 30 days following the end of the Pilot Period regarding the platform's utility, usability, and any deficiencies.
• Not share platform access credentials or allow access by individuals outside the Practice's authorized care team.

5. Vigil Obligations

During the Pilot Period, Vigil agrees to:

• Provide access to all platform features — no feature gating during the Pilot.
• Assign a dedicated onboarding contact for the Practice.
• Maintain HIPAA-compliant infrastructure throughout the Pilot Period.
• Respond to support requests within 1 business day during normal business hours (Monday–Friday, 9 AM–5 PM Mountain Time).
• Provide a complete data export within 30 days of termination if requested.

6. Continuation After Pilot

At the end of the 90-day Pilot Period, service will automatically continue on a month-to-month basis under the same pricing and terms unless either party provides written notice of termination per Section 7. No additional agreement or re-enrollment is required to continue.

7. Termination

Either party may terminate this Agreement with 15 calendar days written notice to the other party's primary contact email. No cancellation fee applies. Upon cancellation, Vigil will refund any prepaid but undelivered service days via ACH within 5 business days of the cancellation effective date.

8. Limitation of Liability

To the maximum extent permitted by law, Vigil's liability for any claim arising from use of the platform is limited to fees paid by Practice in the three months preceding the claim. Vigil is not liable for indirect, incidental, or consequential damages, including lost Medicare reimbursements. Vigil does not guarantee that use of the platform will result in successful Medicare reimbursement — Practice is solely responsible for billing accuracy and CMS compliance.

9. Governing Law

This Agreement is governed by the laws of the State of Utah. Disputes shall be resolved in state or federal courts in Utah. The parties consent to that jurisdiction.