Exhibit
10.11


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY
CAUSE COMPETITIVE HARM TO AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


 





 


MASTER
SERVICES AGREEMENT


 


THIS
MASTER SERVICES AGREEMENT (“Agreement”) is effective as of February 1, 2018 (“Effective Date”)
and is between Augmedix, Inc., a Delaware corporation with offices at 1161 Mission Street, Suite 210, San Francisco, CA
94103 (“Augmedix”), and Infosense Technologies, Pvt. Ltd. (dba OG Healthcare), with office located at
3rd Floor, 27/A Boopasandra Main Road, Boopasandra, Bangalore 560094, Karnataka, India (“Scribe Service Provider”)
(each a “Party” and together the “Parties”).


 


Augmedix
wishes to engage Scribe Service Provider to perform certain services, as more particularly described herein, and Scribe Service
Provider wishes to accept such engagement and perform the services, all in accordance with the terms and conditions set forth
in this Agreement. Accordingly, in consideration of the mutual promises and covenants contained herein and intending to be legally
bound hereby, the Parties agree as follows:


 


		1.	SERVICES



 


		1.1.	Scope
                                         of Services. Scribe Service Provider shall perform such services as are described
                                         in the one or more statements of work or additions of work that the Parties mutually
                                         execute hereunder (each, a “Statement of Work” or “Addition
                                         of Work”, and with such services described therein referred to collectively
                                         as the “Services”). Each Statement of Work or Addition of Work
                                         shall set forth in detail the specific Services authorized to be performed by Scribe
                                         Service Provider, the schedule for the performance of such Services, the charges for
                                         such Services, all deliverables required of Scribe Service Provider in connection with
                                         such Services, and such other particulars as the Parties may determine. No Statement
                                         of Work or Addition of Work shall be valid unless executed by an authorized representative
                                         of Augmedix prior to the commencement of the Services contemplated thereby. Each Statement
                                         of Work or Addition of Work executed by the Parties is deemed incorporated herein by
                                         this reference.



 


		1.2.	Limitations.
                                         The Services shall be specifically limited to those which are set forth in each Statement
                                         of Work or Addition of Work. Scribe Service Provider shall not engage in any activities
                                         on behalf of Augmedix not authorized by this Agreement without the prior written approval
                                         thereof by Augmedix.



 


		1.3.	Staffing.
                                         Scribe Service Provider shall cause all Services to be performed by appropriately qualified
                                         personnel. Scribe Service Provider shall identify all Scribes whom Scribe Service Provider
                                         intends to perform the Services described therein. Scribe Service Provider may not materially
                                         reduce the service level commitment to any Statement of Work or Addition of Work such
                                         that Service Provider cannot full its obligation under this Agreement without Augmedix’s
                                         prior written approval.



 


		1.4.	Compliance
                                         with Applicable Laws. Scribe Service Provider shall comply with all applicable federal,
                                         state and local laws and government regulations (and all existing and future regulations
                                         promulgated thereunder), including, without limitation, to the extent applicable, those
                                         involving:



 


(a)
health care reimbursement by governmental entities, including without limitation, the False Claims Act (31 U.S.C. § 3729),
the anti-kickback provisions of the Social Security Act (42 U.S.C. § 1320a-7b(b)) and the regulations promulgated thereunder
at 42 C.F.R. Part 1001,


 



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(b)
the maintenance, use, transmission or other disposition of patient records and the confidentiality of medical data, including,
without limitation, the Health Insurance Portability and Accountability Act of 1996 (P.L. 104-191) and the Health Information
Technology for Economic and Clinical Health (HITECH) Act (enacted as part of the American Recovery and Reinvestment Act of 2009)
and all implementing regulations issued pursuant thereto, as amended (collectively, “HIPAA”).


 


		1.5.	Compliance
                                         with Applicable Security Procedures. Scribe Service Provider shall cause all of its
                                         personnel providing Services under the Agreement to observe and comply with all applicable
                                         safety and security procedures, as communicated to Scribe Service Provider from time
                                         to time including appropriate administrative, physical and technical security controls
                                         to meet HIPAA. Augmedix Customer and other federal, state and other applicable requirements.



 


		1.6.	Standard
                                         of Care. Scribe Service Provider shall perform all Services in accordance with generally
                                         accepted standards of care and conduct applicable to comparable services. Scribe Service
                                         Provider shall use its best efforts and such working time and energy as may be required
                                         for the satisfactory performance of the Services in accordance with all requests and
                                         instructions from Augmedix and within the time frames set forth in each Statement of
                                         Work or Addition of Work. Scribe Service Provider’s work shall be of high quality,
                                         and in accordance with the requirements and parameters set forth in each Statement of
                                         Work or Addition of Work and this Agreement. Scribe Service Provider shall promptly deliver
                                         to Augmedix all Augmedix Owned Deliverable (as defined herein) that arise from performance
                                         under this Agreement. Scribe Service Provider shall notify Augmedix of any delay in the
                                         performance of Services as soon as it is known or anticipated.



 


		1.7.	No
                                         Subcontracting. Scribe Service Provider may not subcontract any of the Services without
                                         the express written consent of Augmedix.



 


		1.8.	Inconsistency.
                                         The terms, conditions, obligations, rights and remedies provided in this Agreement and
                                         each Statement of Work or Addition of Work are intended to be consistent and cumulative.
                                         In the event, however, of any inconsistency between the terms and conditions of this
                                         Agreement and those of any Statement of Work or Addition of Work, the terms and conditions
                                         of this Agreement shall govern (unless the Statement of Work or Addition of Work expressly
                                         provides otherwise).



 


		2.	CHARGES
                                         AND PAYMENT



 


		2.1.	Amount
                                         Rates. Charges for all Services shall be as set forth in each Statement of Work,
                                         Addendum or Addition of Work.



 


		2.2.	Invoicing.
                                         As promptly as practicable after each applicable billing period as specified in the Statement
                                         of Work or Addition of Work, Scribe Service Provider shall submit to Augmedix its invoice
                                         for all authorized charges. Each such invoice shall be in the manner and form dictated
                                         by Augmedix, subject to compliance with Indian law, tax and accounting practices. Each
                                         such invoice shall be subject to Augmedix’s review and approval.



 



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		2.3.	Disputes.
                                         Augmedix shall notify Scribe Service Provider in writing of any inaccuracy in or dispute
                                         concerning any invoice after the date of such invoice, and the Parties shall promptly
                                         attempt in good faith to amicably resolve such disagreement. In such event, Augmedix
                                         shall pay the part of that invoice not subject to disagreement, and Scribe Service Provider
                                         shall continue to perform its obligations hereunder and under the applicable Statement
                                         of Work or Addition of Work pending resolution of any good faith dispute. Within fifteen
                                         (15) days following the resolution of any such dispute, Augmedix shall pay all charges
                                         determined to be due (provided, however, that no payment shall be due before the expiration
                                         of the aforementioned fifteen (15) day period).



 


		2.4.	Acceptance
                                         of Services. Augmedix may accept or reject the Services or any Augmedix-Owned Deliverable
                                         (as defined herein), which acceptance or rejection will be determined in accordance with
                                         the acceptance criteria set forth in the applicable Statement of Work or Addition of
                                         Work. If there are no acceptance criteria set forth in the applicable Statement of Work
                                         or Addition of Work, then Augmedix will accept the Services or Augmedix-Owned Deliverable
                                         that comply with the terms and conditions of this Agreement. If the Services or the Augmedix-Owned
                                         Deliverable do not meet the terms or conditions of this Agreement or the applicable Statement
                                         of Work or Addition of Work, Augmedix may require Scribe Service Provider to correct
                                         (at no cost to Augmedix) any defective or nonconforming item, and Scribe Service Provider
                                         agrees to use its best efforts to promptly make such correction.



 


		2.5.	No
                                         Other Compensation. Unless otherwise expressly agreed in writing, the compensation
                                         provided under each Statement of Work or Addition of Work shall be Scribe Service Provider’s
                                         sole, full and complete form of compensation for the Services to be performed thereunder.
                                         Moreover, the compensation and other amounts payable by Augmedix under each Statement
                                         of Work or Addition of Work shall be inclusive of all amounts which may be payable to
                                         third Parties from whom Scribe Service Provider obtains services or materials or who
                                         otherwise may act for or on behalf of Scribe Service Provider in connection with the
                                         Services. Scribe Service Provider shall be solely responsible for payment of all such
                                         amounts.



 


		2.6.	Taxes.
                                         Augmedix shall not withhold from any fee or other payments made to Scribe Service Provider
                                         any deductions for income taxes, employment taxes or other items, nor make any premium
                                         payments or contributions for any worker’s compensation or unemployment compensation
                                         for the benefit of Scribe Service Provider. Rather, Scribe Service Provider shall be
                                         solely responsible for withholding and paying all applicable Social Security, unemployment,
                                         workers compensation, federal, state, and local taxes (and all other applicable taxes)
                                         with respect to all fees and other amounts paid to Scribe Service Provider pursuant to
                                         this Agreement.



 


		3.	OWNERSHIP



 


		3.1.	Generally.
                                         Augmedix shall, as between the Parties, own and retain all right, title and interest
                                         in and to all materials, documents and information supplied by Augmedix to Scribe Service
                                         Provider (including, without limitation, Confidential Information, as defined in Section
                                         6.1). Nothing contained in this Agreement or any Statement of Work or Addition of
                                         Work shall be construed to confer upon Scribe Service Provider any right, title or interest
                                         in or to any such materials, documents or information or any right, by license or otherwise,
                                         to make, or permit others to make any use thereof other than as expressly contemplated
                                         by this Agreement or any Statement of Work or Addition of Work. Scribe Service Provider
                                         shall retain all right, title and interest to Scribe Service Provider’s documentation
                                         and other materials used to provide the Services, including but not limited to its independently
                                         developed Scribe training curriculum and operational and compliance processes, and all
                                         intellectual property rights therein.



 



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		3.2	Augmedix-Owned
                                         Deliverables. Subject to Sections 3.3 and 3.4, Augmedix shall own and retain
                                         all right, title and interest in and to all patient notes or medical documentation prepared,
                                         generated, or developed by Scribe Service Provider on behalf of Augmedix in connection
                                         with performing the Services, or any other deliverable specifically ordered by Augmedix
                                         pursuant to this Agreement (and modifications of existing such materials), (collectively,
                                         “Augmedix-Owned Deliverables”), together with all copyrights and other
                                         intellectual property rights therein. To that end, Scribe Service Provider acknowledges
                                         that all Augmedix-Owned Deliverables shall be considered as having been specially ordered
                                         and commissioned by Augmedix as “work made for hire,” (as defined by Section
                                         101 of the U.S Copyright Act) for the sole and exclusive benefit of Augmedix. To the
                                         extent any Augmedix-Owned Deliverables, under applicable law, cannot be considered a
                                         work made for hire or is not otherwise automatically assigned to Augmedix, Scribe Service
                                         Provider hereby assigns to Augmedix, upon creation thereof, exclusive ownership of all
                                         United States and international copyrights therein, together with the right to sue for
                                         past, present and future infringement thereof. Scribe Service Provider shall (and shall
                                         cause its personnel to) confirm such assignment by execution and delivery of such assignments.
                                         confirmations or assignment, or other written instruments as Augmedix may reasonably
                                         request from time to time and render such further cooperation as Augmedix may reasonably
                                         request in order to vest title to all such Augmedix-Owned Deliverables in Augmedix (or
                                         its designees or assignees) and secure copyright and patent protection or otherwise protect
                                         Augmedix’s rights in such Augmedix-Owned Deliverables in the United States and
                                         such other countries as Augmedix may designate. The consideration for all such assignments
                                         and actions shall be deemed to have been calculated and included in the fees payable
                                         by Augmedix for the Services. For the avoidance of doubt, the Scribe training curriculum
                                         and, operational and compliance processes developed independently by Scribe Service Provider,
                                         and any modifications thereto made in the course of this Agreement, shall not constitute
                                         an Augmedix-Owned Deliverable, and such training curriculum shall be the sole and exclusive
                                         property of Scribe Service Provider.



 


		3.2.	Scribe
                                         Service Provider Exceptions; License Grant to Augmedix. Nothing herein shall affect
                                         Scribe Service Provider’s rights in any software, product, materials, improvement,
                                         development, concept, discovery or other proprietary information that is discovered,
                                         developed, or obtained by Scribe Service Provider prior to, during, or independent of,
                                         the performance of the Services (“Background IP”). To the extent that
                                         Scribe Service Provider incorporates any of its Background IP into any Augmedix-Owned
                                         Deliverable, Scribe Service Provider hereby grants Augmedix a nonexclusive, royalty-free,
                                         perpetual, irrevocable, fully paid-up, worldwide, non-sub-licensable license to such
                                         Background IP to the extent necessary to use and/or exploit the Augmedix-Owned Deliverable.



 


		3.3.	License
                                         Grants to Scribe Service Provider. Augmedix grants Scribe Service Provider (a) a
                                         nonexclusive, royalty-free, fully paid-up, non-sub-licensable license during the Term
                                         (as defined below) of this Agreement to use those Augmedix data and materials delivered
                                         to Scribe Service Provider in connection with this Agreement for the sole purpose of
                                         performing Scribe Service Provider’s obligations under this Agreement.



 



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		3.4.	Right
                                         to Access Necessary Tools and Systems.



 


3.4.1.
To the extent that a Party provides (“Application Provider”) the other Party (“Application User”)
with access to certain software applications for the purpose of enabling Software User to perform its duties and obligations under
this Agreement (each an “Application”), then Application Provider agrees to provide Application User with the
ability to access such Applications without charge and Application User agrees to use such Applications solely for the purpose
of performing its duties and obligations under this Agreement. Subject to the terms and conditions set forth herein, the Application
Provider hereby grants to Application User for the Term of this Agreement a non-transferable, non-exclusive limited right of
access to, and use of, the Applications solely in connection with its duties and obligations under this Agreement. From time to
time, the Application Provider may require Application User’s agreement to and acknowledgement of an applicable end-user
license, terms and conditions, and/or other applicable agreements prior to Application User accessing the Applications.


 


3.4.2.
With respect to its use of the Applications, Application User, at its own cost and expense, shall: (i) not permit any individual
or entity, other than authorized individuals and entities under this Agreement, to use or gain access to the Applications; (ii)
provide reasonable security devices to protect against unauthorized usage of the Applications; (iii) not adapt the Applications
in any way or use it to create a derivative work (other than reports that are scribed or edited using the Applications); and (iv)
not remove, obscure, hinder or alter Application Provider’s (or any other third party’s) proprietary notices, trademarks,
or other proprietary rights notices affixed to or contained in the Applications.


 


3.4.3.
The Applications are the exclusive property of the Application Provider and/or the Application Provider’s licensors, which
shall retain all right, title and interest in and to the Applications, including, without limitation, the intellectual property
rights and any other rights under United States and international copyright, patent, trademark, trade secret or other law. Application
User may not, and Application User agrees not to, use the Applications for the benefit of any third parties, nor may Application
User allow access to the Applications by any third party, except as otherwise explicitly authorized hereunder or in writing by
Application Provider.


 


		4.	SCRIBE
                                         SERVICE PROVIDER REPRESENTATIONS, WARRANTIES AND COVENANTS



 


Scribe
Service Provider represents, warrants and covenants to Augmedix as follows:


 


		4.1	Qualifications
                                         and Facilities. Scribe Service Provider warrants that (a) it has the requisite and
                                         necessary experience, all necessary licenses, permits, authorizations, equipment, facilities
                                         and personnel, and is fully qualified to properly perform all Services, and (b) Scribe
                                         Service Provider will ensure its personnel follow all applicable policies and procedures
                                         of Augmedix in performing Scribe Service Provider’s obligations under this Agreement.



 



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		4.2.	Services.
                                         The Services shall be performed (a) with due diligence and within such time parameters
                                         as may be specified in the applicable Statement of Work or Addition of Work or to which
                                         the Parties otherwise agree, (b) in a manner consistent with the prevailing standards
                                         of skill and care for providers of comparable services, (c) in accordance with generally
                                         accepted industry practices applicable to comparable services, (d) in accordance with
                                         applicable law, and (e) in conformity with all applicable specifications and other requirements
                                         set forth in this Agreement, the applicable Statement of Work or Addition of Work, and
                                         such other documents as may be executed and delivered therewith or in connection therewith.



 


		4.3.	Record
                                         Keeping. Scribe Service Provider shall keep such records relating to the performance
                                         of Services as are customary under the circumstances and as Augmedix may otherwise direct.
                                         At Augmedix’s request at any time during the term of this Agreement, and in any
                                         event at the termination of this Agreement (regardless of the reason), Scribe Service
                                         Provider shall provide to Augmedix any and all memoranda, books, papers, letters, notebooks,
                                         reports, and any and all data and information, together with any copies of abstracts
                                         thereof, resulting from the performance of Services or as may have been provided by Augmedix
                                         to Scribe Service Provider.



 


		4.4.	Excluded
                                         Party List. Scribe Service Provider represents that neither it or any of its affiliates
                                         or personnel is currently (a) named, or excluded, on, or from, any of the following lists:
                                         (i) HHS/OIG List of Excluded Individuals/Entities; (ii) The GSA’s System for Award
                                         Management, which was formerly known as the GSA List of Parties Excluded from Federal
                                         Programs; and (iii) OFAC “SDN and Blocked Individuals”; or (b) under investigation
                                         or otherwise aware of any circumstances which would result in Scribe Service Provider
                                         being excluded from participation in any Federal health care program, as defined under
                                         42 U.S.C. § 1320a-7b(f). Scribe Service Provider represents that neither it nor
                                         any of its affiliates or personnel has ever been either convicted of a criminal offense,
                                         assessed civil monetary penalties pursuant to the Civil Monetary Penalties Law, 42 U.S.C.
                                         § 1320a-7a, 42 U.S.C. § 1320a-7(b)(1)-(3) or excluded from the Medicare program
                                         or any state health care program. Scribe Service Provider further represents that neither
                                         it nor any of its affiliates or personnel is subject to an action or investigation that
                                         could lead to the conviction of a criminal offense, the assessment of civil monetary
                                         penalties, or exclusion from the Medicare program or any state health care program. Scribe
                                         Service Provider shall notify Augmedix, immediately, if an action or investigation arises
                                         that could result in the conviction of a criminal offense, or the exclusion of it, or
                                         any of its affiliates or personnel from the Medicare program, any state health care program
                                         or would otherwise result in it, its affiliates or personnel being excluded as set forth
                                         in this Section 4.4. Failure to timely notify Augmedix of any action or investigation
                                         shall give Augmedix the right to terminate this Agreement effective immediately upon
                                         written notice. In the event that Scribe Service Provider becomes excluded, for any reason,
                                         during the Term of this Agreement or any Statement of Work or Addition of Work, Augmedix
                                         shall be entitled to terminate this Agreement and any such Statement of Work or Addition
                                         of Work, effective immediately upon written notice.



 



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		4.5.	Insurance
                                         Requirement. During the Term, Scribe Service Provider will maintain, at its own expense,
                                         the insurance coverage set forth in Schedule 1. Such coverage and limits: (a)
                                         will be primary to any insurance coverages maintained by Augmedix, which will be excess
                                         and non-contributory; and (b) are not intended to and will not in any manner limit or
                                         qualify Scribe Service Provider’s liabilities under this Agreement. As applicable,
                                         policies must  contain a severability of interests clause and be on an occurrence basis.
                                         Upon request, Scribe Service Provider must furnish to Augmedix a signed original certificate
                                         of insurance evidencing the required insurance coverages and referencing this Agreement.
                                         Scribe Service Provider shall procure all insurance policies from a responsible insurance
                                         company or companies authorized to do business in the location where the premises are
                                         located, with general policyholder’s ratings of not less than “A” and
                                         a financial rating of not less than “VII” in the most current available AM
                                         Best Insurance Reports. Scribe Service Provider shall provide 30 days’ prior written
                                         notice to Scribe Service Provider of cancellation, non-renewal or change to the insurance
                                         policy for any reason. Augmedix agrees to maintain its own insurance policies to cover
                                         the liabilities of its business. Notwithstanding, Scribe Service Provider insurance coverage
                                         will be considered primary without right of contribution from Augmedix’s insurance
                                         policies.



 


		4.6.	Authorship.
                                         Each Party represents, warrants, and covenants that (a) it is and will be the sole author
                                         of all works developed and/or used by the other Party (excluding works provided by Augmedix)
                                         in the course of performing the Services and preparing all deliverables and Augmedix-Owned
                                         Deliverable associated therewith or will have the legal right to so provide or employ
                                         such works, and (b) none of the Services or Augmedix-Owned Deliverable infringe or will
                                         infringe any patents, copyrights, trademarks or other proprietary rights of any third
                                         party.



 


		5.	GENERAL
                                         REPRESENTATIONS AND WARRANTIES



 


Each
Party represents and warrants to the other as follows:


 


		5.1.	Power
                                         and Authorization. It has all requisite power and authority (corporate and otherwise)
                                         to enter into this Agreement and perform its obligations hereunder and under each Statement
                                         of Work or Addition of Work, and has duly authorized by all necessary action the execution
                                         and delivery hereof by the officer or individual whose name is signed on its behalf below.



 


		5.2.	No
                                         Conflict. Its execution and delivery of this Agreement and the performance of its
                                         obligations hereunder, do not and will not conflict with or result in a breach of or
                                         a default under its organizational instruments or any other agreement, instrument, order,
                                         law or regulation applicable to it or by which it may be bound.



 


		5.3.	Enforceability.
                                         This Agreement has been duly and validly executed and delivered by it and constitutes
                                         its valid and legally binding obligation, enforceable in accordance with its terms, except
                                         as enforcement may be limited by bankruptcy, insolvency or other laws of general application
                                         relating to or affecting the enforcement of creditors’ rights and except as enforcement
                                         is subject to general equitable principles.



 


		5.4.	Advertising
                                         and Publicity. Neither Party shall use the name, logo or trademark of the other in
                                         any form of publicity, promotional or advertising material, or in any communications
                                         with the media without the other’s prior written consent to the specific contemplated
                                         use. Each Party acknowledges that violation of this Section 5.4 constitutes a
                                         material breach under this Agreement and may seek immediate injunctive relief in accordance
                                         with the terms of Section 6.5.



 



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		5.5.	EXCEPT
                                         AS EXPRESSLY PROVIDED HEREIN, EACH PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
                                         KIND CONCERNING ITS PERFORMANCE UNDER THIS AGREEMENT, ANY MATERIALS SUPPLIED HEREUNDER,
                                         OR ANY INTELLECTUAL PROPERTY RIGHTS. INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY
                                         OR FITNESS FOR A PARTICULAR PURPOSE.



 


		6.	CONFIDENTIALITY



 


		6.1.	“Confidential
                                         Information” Defined. For purposes of this Agreement, “Confidential
                                         Information” shall mean this Agreement, all Statements of Work, and all information,
                                         regardless of the form in which it is communicated or maintained or whether furnished
                                         before or after the date hereof, that contains or otherwise reflects information concerning
                                         the disclosing party or its Affiliates (as defined herein) that is provided by or on
                                         behalf of the disclosing party or its Affiliates and all reports, notes, analyses or
                                         other information prepared by the receiving party or its directors, officers, employees,
                                         agents or advisors (collectively, such party’s “Representatives”)
                                         that are based on, contain or reflect any such information. Confidential Information
                                         includes, but is not limited to, information regarding pricing, assets, business plans,
                                         systems architecture, internet-based portals, technology, data, processes, methods, customer
                                         information, patient information (whether or not identifiable to any patient), product
                                         information, sales information, provider information, vendor information, financial information,
                                         trade secrets, results, or any other information that a reasonable person would conclude
                                         possesses tangible commercial and economic value to the disclosing party. “Confidential
                                         Information” excludes any information that: (a) is or becomes, publicly available
                                         other than by disclosure by the receiving party or its Representatives in violation of
                                         this Agreement, (b) was rightfully in the possession of the receiving party on a non-confidential
                                         basis prior to its disclosure hereunder and was not obtained from the disclosing party,
                                         (c) becomes available to the receiving party on a non-confidential basis from a third
                                         party which the receiving party reasonably believes had the right to disclose the information
                                         free of any obligation of confidence, or (d) is independently developed by the receiving
                                         party without reference to or use of the Confidential Information. In any dispute with
                                         respect to these exclusions, the burden of proof will be on the recipient and such proof
                                         shall be clear and convincing evidence. As requested by Augmedix, Scribe Service Provider
                                         will execute a Business Associate Agreement in a form acceptable to Augmedix (“BAA”).
                                         Protected Health Information (as defined in 45 CFR § 164.501) supplied to Scribe
                                         Service Provider, or generated or processed by Scribe Service Provider, in performance
                                         of the Services shall be deemed to be Augmedix’s Confidential Information and shall
                                         also be subject to the applicable terms and conditions of the BAA. “Affiliate”
                                         means any entity controlled by, controlling, or under common control with a Party.



 


		6.2.	Confidentiality
                                         Obligations. Confidential Information shall be kept strictly confidential and used
                                         by the receiving party only for the purpose of providing Services under this Agreement.
                                         Confidential Information shall not be disclosed to any third party (other than its Representatives)
                                         without prior written consent of the disclosing party. Each Affiliate that receives Confidential
                                         Information shall be equally subject to all terms of this Agreement. The receiving party
                                         agrees that it will use the same degree of care as such party accords its own similar
                                         Confidential Information, but in no case less than reasonable care. In the event of disclosure
                                         or use of the Confidential Information which is not permitted by this Agreement, the
                                         receiving party shall notify disclosing party immediately and use reasonable efforts
                                         to minimize the damage from such disclosure or use.



 



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		6.3.	Legally
                                         Required Disclosures. If any Confidential Information is required to be disclosed
                                         by order of any court of competent jurisdiction or other governmental authority, Scribe
                                         Service Provider shall timely inform Augmedix of all such proceedings so that Augmedix
                                         may attempt by appropriate legal means to limit such disclosure. In such case, Scribe
                                         Service Provider shall use its best efforts to limit the disclosure and maintain confidentiality
                                         to the maximum extent possible.



 


		6.4.	Disclaimer.
                                         Augmedix is under no obligation to make use of any proposals from Scribe Service Provider.
                                         Unless otherwise expressly agreed in writing, all such proposals shall be deemed disclosed
                                         on a confidential basis. Augmedix shall have no liability to Scribe Service Provider
                                         arising in any way from its use or non-use of such proposals.



 


		6.5.	Scope
                                         and Duration. The provisions of this Section 6 shall (a) apply to all Confidential
                                         Information disclosed to or otherwise obtained by Scribe Service Provider prior to the
                                         execution of this Agreement, (b) apply to all Confidential Information disclosed to or
                                         otherwise obtained by Scribe Service Provider concurrently with or after execution of
                                         this Agreement, and (c) survive the termination of this Agreement for a period of five
                                         (5) years (or such longer period as the Parties may specify in writing with respect to
                                         any particular Confidential Information).



 


		7.	TERM
                                         AND TERMINATION; INJUNCTION



 


		7.1.	Term.
                                         This Agreement shall become effective as of the date first above written and shall
                                         continue in full force and effect until (i) the expiration of the last surviving Statement
                                         of Work hereunder or (ii) terminated by mutual consent or pursuant to the provisions
                                         of Section 7.2 or Section 7.3 (“Term”).



 


		7.2.	Termination
                                         for Convenience. Either Party may terminate this Agreement or any Statement of Work
                                         or Addition of Work at any time with or without cause on ninety (90) days’ written
                                         notice unless explicitly stated otherwise in an applicable Statement of Work or Addition
                                         of Work. Subject to the provisions of Section 7.4, neither Party in such case
                                         shall have any claim as against the other arising solely from such termination (including,
                                         without limitation, any claim based on delay, lost profits, or loss of opportunity),
                                         all such claims having been deemed waived and released.



 


		7.3.	Termination
                                         for Material Breach. Upon the material breach by either Party of any of its representations,
                                         warranties, covenants or agreements contained in this Agreement or any Statement of Work
                                         or Addition of Work, the other Party may terminate this Agreement or such Statement of
                                         Work or Addition of Work upon 30 days’ written notice setting forth the particulars
                                         of such breach. Upon the expiration of such notice period (and any extension thereof
                                         to which the non-breaching Party may agree), the non-breaching Party shall have the right
                                         to terminate this Agreement (or the applicable Statement of Work or Addition of Work)
                                         upon written notice to the breaching Party; however, no such notice period applies to
                                         either Party if the material breach by either Party involves data security or either
                                         Party’s representations and warranties under Section 4.4. Such right of termination
                                         shall be in addition to such other rights and remedies as the terminating Party may have
                                         under applicable law. Notwithstanding the foregoing, either Party may terminate this
                                         agreement immediately and without penalty if the other Party: (i) becomes insolvent;
                                         (ii) files a petition for bankruptcy or if a proceeding or other action is filed against
                                         such party under bankruptcy or similar laws (unless such petition or proceeding is dismissed
                                         within sixty (60) days); (iii) makes an assignment for the benefit of creditors; or (iv)
                                         any events analogous to (i) through (iii) in any jurisdiction outside of the United States.



 



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		7.4.	Rights
                                         and Duties Upon Termination.



 


(a)
Generally. Upon the termination of this Agreement or any Statement of Work or Addition of Work, Scribe Service Provider
shall immediately discontinue all applicable Services (unless otherwise expressly directed by Augmedix), and, subject to Sections
7.4(b) and (c) hereof. Augmedix shall be responsible for paying all applicable charges within fifteen (15) days of the effective
date of termination, for Services performed through the effective date of such termination. The Parties shall thereupon have no
further rights or obligations hereunder or thereunder except pursuant to those provisions hereof or thereof which expressly or
implicitly are intended to survive its termination. Any patient information and data shall be subject to the confidentiality provisions
of the Agreement indefinitely.


 


(b)
Transfer of Materials. Within 30 days following the termination of this Agreement or any Statement of Work or Addition
of Work, Scribe Service Provider shall have completed the (a) transfer to Augmedix, in a mutually agreed format, of all Augmedix-
Owned Deliverables and materials prepared by Scribe Service Provider in the course of performing the applicable Services and (b)
return to Augmedix of all other papers, records, materials, documents and information bearing on or relating to such Services
(except as otherwise required by applicable laws and regulations), along with all Augmedix property in Scribe Service Provider’s
possession. Augmedix may withhold any outstanding payments due Scribe Service Provider pending its compliance with the provisions
of this Section 7.4(b). Likewise, within 30 days following the termination of this Agreement or any Statement of Work or
Addition of Work, Augmedix shall have completed the return to the Scribe Service Provider of all the Scribe Service Provider’s
papers, records, materials, documents and information (except as otherwise required by applicable laws and regulations), along
with all Scribe Service Providers property in Augmedix’s possession.


 


(c)
Transfer of Services. Upon notification of termination of this Agreement or any Statement of Work or Addition of Work,
Augmedix may request Scribe Service Provider to transfer specific Services to Augmedix or its designee. In such case, Scribe Service
Provider shall, at Augmedix’s expense, take all such steps as may be reasonably necessary to transfer such Services to Augmedix
or its designee so as to avoid any disruption in the performance of such Services. Augmedix may withhold any outstanding payments
due Scribe Service Provider pending its compliance with the provisions of this Section 7.4(c). For the avoidance of any
doubt, the transfer of Services does not include Scribe Service Provider employees, any software, product, materials, improvement,
development, concept, discovery or other proprietary information that was discovered, developed, or obtained by Scribe Service
Provider prior to, during, or independent of, the performance of the Services.


 


		7.5.	Injunction.
                                         Both Parties acknowledge that any breach under Section 7.3 will result in immediate,
                                         irreparable and continuing injury to the other Party for which there is no adequate remedy
                                         at law. Accordingly, in the event of any such breach (or threatened breach), either Party
                                         shall be entitled to seek preliminary and permanent injunctive relief, without bond,
                                         with respect to such breach. Neither Party shall oppose such relief on the grounds that
                                         there is an adequate remedy at law, and such right shall be cumulative and in addition
                                         to any other remedies at law or in equity (including monetary damages) which either Party
                                         may have upon any such breach.



 



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		8.	INDEMNIFICATION



 


		8.1.	Subject
                                         to Section 8.2, Scribe Service Provider shall defend, indemnify and hold harmless
                                         Augmedix, its affiliates and their respective officers, directors, shareholders, employees,
                                         licensees, agents, successors and assigns from and against any and all Liabilities which
                                         any of them may incur or become obligated to pay arising in connection with or resulting
                                         from Scribe Service Provider’s: (a) violation of any applicable law, rule or regulation
                                         with which it is responsible to comply, (b) infringement of the proprietary rights of
                                         any third party arising from the performance of the Services or the delivery, use or
                                         implementation by or on behalf of Augmedix of any deliverable under any Statement of
                                         Work or Addition of Work (but excluding infringement arising exclusively from the use
                                         of any materials provided by Augmedix), (c) breach of any of its representations, warranties,
                                         covenants, obligations, agreements or duties under this Agreement, the BAA, or the Operational
                                         Requirements for Scribe Service Providers; or (d) Scribe Service Provider’s negligent,
                                         reckless or willful misconduct.



 


		8.2.	Subject
                                         to Section 8.3, Augmedix shall defend, indemnify and hold harmless Scribe Service
                                         Provider, its affiliates and their respective officers, directors, shareholders, employees,
                                         licensees, agents, successors and assigns from and against any and all Liabilities which
                                         any of them may incur or become obligated to pay arising in connection with or resulting
                                         from Augmedix’s: (a) violation of any applicable law, rule or regulation with which
                                         it is responsible to comply, (b) breach of any of its representations, warranties, covenants,
                                         obligations, agreements or duties under this Agreement; or (c) Augmedix’s negligent,
                                         reckless or willful misconduct.



 


		8.3.	Exceptions.
                                         Notwithstanding anything to the contrary contained herein, neither Party shall have any
                                         obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities
                                         arising out of or resulting from the breach by the other Party of any of its representations.
                                         warranties, covenants, obligations, agreements or duties under this Agreement or any
                                         negligence, recklessness or intentional misconduct by the other Party.



 


		8.4.	“Liabilities”
Defined. For purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third
Parties and expenses incurred in connection therewith (whether or not in connection with proceedings before a court, arbitration
panel, administrative agency, hearing examiner or other tribunal), including, without limitation. damages (whether direct, consequential,
incidental, or punitive), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and
disbursements.



 


		8.5.	Procedure.
                                         Promptly after learning of the occurrence of any event which may give rise to its rights
                                         under the provisions of this section, each indemnitee hereunder shall give written notice
                                         of such matter to the indemnitor. The indemnitee shall cooperate with the indemnitor
                                         in the negotiation, compromise and defense of any such matter. The indemnitor shall be
                                         in charge of and control such negotiations, compromise and defense and shall have the
                                         right to select counsel with respect thereto, provided that the indemnitor shall promptly
                                         notify the indemnitee of all developments in the matter. Without releasing any liability,
                                         obligation or undertaking of the indemnitor, the indemnitee may, at its sole discretion
                                         and 7 expense, participate in any such proceedings through counsel of its own choosing.
                                         Except as otherwise expressly provided below, the indemnitor may not, without the prior
                                         written consent of the indemnitee, enter into any compromise or settlement of any such
                                         matter the terms of which (a) are not confidential, (b) in any way admit the indemnitee’s
                                         or (c) require the indemnitee to take or refrain from taking any action or make any payment;
                                         and the indemnitee shall not be bound by any such compromise or settlement absent its
                                         prior consent. In any case in which the indemnitor fails or refuses to assume the defense
                                         of any matter as to which its indemnity obligations apply (whether or not litigation
                                         has formally been instituted), the indemnitor shall be responsible for any compromise
                                         or settlement thereof reached by the indemnitee and all Liabilities attendant thereto.



 



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		9.	LIMITATIONS
                                         ON LIABILITY



 


		9.1.	Excluded
                                         Damages. SUBJECT TO SECTION 9.4, UNDER NO CIRCUMSTANCES AND UNDER NO THEORY
                                         OF LIABILITY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
                                         CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR LOST PROFITS ARISING UNDER OR RELATING
                                         TO THIS AGREEMENT OR ANY STATEMENT OF WORK OR ADDITION OF WORK.



 


		9.2.	Limitation
                                         on Damages. SUBJECT TO SECTION 9.4, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY’S
                                         LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK OR ADDITION
                                         OF WORK EXCEED THREE (3) TIMES THE TOTAL FEES PAYABLE TO SCRIBE SERVICE PROVIDER HEREUNDER.



 


		9.3.	Applicability.
                                         THE DAMAGE EXCLUSIONS AND LIMITATIONS SET FORTH IN SECTION 9.1 AND SECTION
                                         9.2 SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES SO
                                         EXCLUDED OR EXCEEDING SUCH LIMITATION, AND NOTWITHSTANDING FAILURE OF THE ESSENTIAL PURPOSE
                                         OF ANY LIMITED REMEDY.



 


		9.4.	Exception.
                                                                                                                                                                   THE PROVISIONS OF SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY WITH RESPECT TO ANY LIABILITIES FOR WHICH EITHER
                                                                                                                                                                   PARTY IS REQUIRED TO INDEMNIFY THE OTHER PURSUANT TO SECTION 8 OF THIS AGREEMENT OR WHICH RESULT FROM THE INTENTIONAL
                                                                                                                                                                   MISCONDUCT OR GROSS NEGLIGENCE OF THE PARTY AT FAULT.



 


		10.	AUDIT



 


		10.1.	Augmedix
                                         (or its authorized representative) and any governmental agency which regulates Augmedix
                                         may, at all reasonable times during the term of the Agreement and five years thereafter
                                         and upon reasonable notice, inspect and audit all books and records maintained by Scribe
                                         Service Provider with respect to the Services and Scribe Service Provider’s charges
                                         for the sole purpose of evaluating Scribe Service Provider’s compliance with this
                                         Agreement and all laws and regulations applicable to Augmedix and the provision of Services.
                                         Augmedix (or its authorized representative) and such governmental agencies may copy any
                                         such information in connection with such audit. Scribe Service Provider shall retain
                                         all applicable books and records for five (5) years subsequent to the termination of
                                         this Agreement or such longer period as required by applicable regulatory requirements.



 



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		10.2.	Scribe
                                         Service Provider (or its authorized representative) may, at reasonable times during the
                                         term of the Agreement and five years thereafter and upon reasonable notice, inspect and
                                         audit books and records maintained by Augmedix with respect to the Services and Scribe
                                         Service Provider’s charges for the sole purpose of evaluating Augmedix’s
                                         compliance with this Agreement. Scribe Service Provider (or its authorized representative)
                                         may copy any such information in connection with such audit. Augmedix shall retain all
                                         applicable books and records for five (5) years subsequent to the termination of this
                                         Agreement or such longer period as required by applicable regulatory requirements.



 


		11.	FORCE
                                         MAJEURE



 


A
Party shall be excused from performing its obligations under this Agreement or any Statement of Work or Addition of Work if its
performance is delayed or prevented by any event beyond the Party’s reasonable control and without the fault or negligence
of the Party seeking to excuse performance, including, without limitation, acts of God, fire, explosion, weather, disease, war,
insurrection, civil strife, riots, terrorism, unforeseeable government action, or power failure, provided that performance shall
be excused only to the extent of, and during, the disability and the Party takes reasonable efforts to remove the disability.
Any Party seeking to excuse or delay performance under this provision shall provide notice to the other Party setting forth the
nature and anticipated duration of the delay and shall use due diligence, where practicable, to minimize the effects of or end
any such event so as to facilitate the resumption of full performance.


 


		12.	NON-COMPETITION;
                                         RIGHT OF FIRST REFUSAL



 


		12.1.	Non-competition.
                                         During this Agreement, once a Scribe Service Provider employee has passed his/her DR
                                         Audit (as defined in Statement of Work No. 1), and provided that Augmedix pays Scribe
                                         Service Provider applicable fees associated with, or in connection with, the services
                                         provided by such employee to Augmedix, as set forth in Statement of Work No. 1, Scribe
                                         Service Provider shall not reassign or transfer such employee to any third-party customer
                                         of Scribe Service Provider. In the event Scribe Service Provider transfers, reassigns
                                         or promotes any such employee to a position that does not service Augmedix within three
                                         (3) years of passing a DR Audit, Scribe Service Provider shall refund to Augmedix all
                                         amounts paid pursuant to Sections III.3.a(1) & (2) and Section III.3.c.(1) of the
                                         Statement of Work (if any) for such transferred, reassigned or promoted employee. The
                                         foregoing non-compete shall not restrict Scribe Service Provider from providing personnel
                                         for medical scribing to another third-party customer prior to a Scribe assignment to
                                         Augmedix; provided that Augmedix shall have a first right of refusal with respect to
                                         any Scribes that Scribe Service Provider would provide to a new third-party client (the
                                         “ROFR”).



 


		12.2.	ROFR.
                                         In the event Scribe Service Provider intends to provide Scribes to a third party
                                         via a bona-fide, good-faith contemplated commercial transaction (“ROFR Third Party”),
                                         Scribe Service Provider shall first provide written notice to Augmedix that includes
                                         the number of Scribes Scribe Service Provider would provide to the third party (the “ROFR
                                         Notice”). The ROFR Notice shall identify the type of third-party customer Scribe
                                         Service Provider would provide services as either a hospital, other healthcare provider
                                         (specifying type of provider), or vendor, but shall not include the actual name of such
                                         third party. Within ten (10) business days of receipt of such ROFR Notice, Augmedix shall
                                         have the option to provide written notice to Scribe Service Provider and such notice
                                         shall act as a commitment to engage Scribe Service Provider for all of the capacity set
                                         forth in ROFR Notice at a cost no less than equal to the aggregate fee structure proposed
                                         in the ROFR Notice. If the Parties have not executed a mutually agreed to SOW with respect
                                         to such capacity set forth in the ROFR Notice within fifteen (15) business days of receipt
                                         of such ROFR Notice, Scribe Service Provider may provide such capacity to the ROFR Third
                                         Party.



 



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		13.	MISCELLANEOUS



 


		13.1.	Non-Solicitation.
                                         So long as this Agreement is in effect, and for a period of twelve (12) months thereafter,
                                         neither Party shall solicit, hire, or engage any person who is or has been an employee,
                                         consultant, or scribe of the other Party during the Term of this Agreement.



 


		13.2.	Notices.
                                         Any and all notices and other communications required or permitted to be given hereunder
                                         shall be made in writing and effective upon receipt. Such notices shall be (a) personally
                                         delivered, (b) sent by registered or certified mail, (c) sent by a nationally recognized
                                         overnight delivery service, or (d) sent by facsimile transmission or electronic mail,
                                         with confirmation, addressed as follows, unless such address is changed by written notice
                                         hereunder (for the avoidance of doubt, any phone numbers provided below are merely for
                                         the convenience of the Parties):



 


If
to Scribe Service Provider:


 


Infosense
Technologies, Pvt. Ltd.


3rd
Floor, 27/A Boopasandra Main Road


Boopasandra,
Bangalore 560094, Karnataka,


India


Attention:
[*]


E-mail:
[*]


 


If
to Augmedix:


 


Augmedix,
Inc.


Attention:
Legal Counsel


 


1161
Mission Street, Suite 210


San
Francisco, CA 94103


 


With
a copy to:


 


Fenwick & West, LLP


 


Attention:
Stefano Quintini


801
California Street


Mountain
View, CA 94041


Phone:
[*]


 


E-mail:
[*]


 



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		13.3.	Amendment.
                                         No amendment, waiver, or modification of this Agreement or any Statement of Work or Addition
                                         of Work shall be valid unless in writing and signed by the Parties. For the avoidance
                                         of any doubt, under no circumstances can either Party retrospectively or unilaterally
                                         apply or implement changes to this Agreement, any Statement of Work or Addition of Work.



 


		13.4.	Independent
                                         Contractor. Scribe Service Provider is being engaged by Augmedix only for the purposes
                                         and to the extent set forth in this Agreement and each Statement of Work or Addition
                                         of Work, and its relation to Augmedix shall, during the period(s) of the performance
                                         of Services, he that of an independent contractor. Scribe Service Provider shall have
                                         no power to bind Augmedix in any capacity and Augmedix shall have no power to bind the
                                         Scribe Service Provider in any capacity.



 


		13.5.	Reporting.
                                         If for any reason either Party’s forecasts are more than 30 percent inaccurate,
                                         it must inform the other Party within thirty (30) days so that the other Party can plan
                                         accordingly. Augmedix must inform Scribe Service Provider immediately when it’s
                                         cashflow or cashflow forecasts cannot cover three (3) months of their overheads.



 


		13.6.	Waiver.
                                         The failure of any Party at any time to enforce any of the provisions of this Agreement
                                         shall not be deemed or construed to be a waiver of any such provision, nor in any way
                                         to affect the validity of this Agreement or any provisions hereof or the right of any
                                         Party hereto to thereafter enforce each and every provision of this Agreement. No waiver
                                         of any breach of any of the provisions of this Agreement shall be effective unless set
                                         forth in a written instrument executed by the Party against whom or which enforcement
                                         of such waiver is sought, and no waiver of any such breach shall be construed or deemed
                                         to be a waiver of any other or subsequent breach.



 


		13.7.	Binding
                                         Effect; Assignment. This Agreement shall be binding on and inure solely to the benefit
                                         of the Parties hereto and their respective successors and assigns; provided however,
                                         this Agreement and the rights and obligations hereunder may not be assigned without the
                                         prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding
                                         the foregoing, Augmedix may freely assign this Agreement to an affiliate or a successor
                                         or acquirer, as the case may be, in connection with a merger or acquisition, or the sale
                                         of all or substantially all of Augmedix’s assets.



 


		13.8.	Governing
                                         Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
                                         with the internal substantive and procedural laws of the State of California without
                                         regard to the conflict of laws rules of that or any other jurisdiction. The sole and
                                         exclusive venue for all disputes arising out of or relating in any way to this Agreement
                                         shall be the courts of competent jurisdiction located in Santa Clara County, California.
                                         The Parties consent to the personal jurisdiction and venue of such courts and further
                                         consent that any process, notice of motion or other application to either such court
                                         or a judge thereof may be served outside the State of California by registered or certified
                                         mail or by personal service, provided that a reasonable time for appearance is allowed.



 


		13.9.	Severability.
                                         All of the provisions of this Agreement are intended to be distinct and severable.
                                         If any provision of this Agreement is or is declared to be invalid or unenforceable in
                                         any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of
                                         such invalidity or unenforceability. Such invalidity or unenforceability shall not affect
                                         either the balance of such provision, to the extent it is not invalid or unenforceable,
                                         or the remaining provisions hereof, nor render invalid or unenforceable such provision
                                         in any other jurisdiction.



 



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		13.10.	Survival.
                                         Upon the termination of this Agreement for any reason, all rights and obligations
                                         which by their nature should survive shall remain in full force and effect. In particular,
                                         without limitation, the provisions of Sections 3, 8, 7.4, 8, 9, 10, 12, and 13
                                         shall survive the termination of this Agreement.



 


		13.11.	Interpretation
                                         and Construction. This Agreement has been fully and freely negotiated by the Parties,
                                         shall be considered as having been drafted jointly by the Parties, and shall be interpreted
                                         and construed as if so drafted, without construction in favor of or against any Party
                                         on account of its participation in the drafting hereof.



 


		13.12.	Headings.
                                         The headings of sections and subsections have been included for convenience only
                                         and shall not be considered in interpreting this Agreement.



 


		13.13.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, duplicate originals,
                                         or facsimile versions, each of which shall be deemed an original, but all of which together
                                         shall constitute one and the same instrument. This Agreement may be executed and delivered
                                         via electronic facsimile transmission with the same force and effect as if it were executed
                                         and delivered by the Parties simultaneously in the presence of one another.



 


		13.14.	Further
                                         Actions. Each Party shall, without further consideration, execute and deliver such
                                         additional documents and instruments and perform all such other and further actions as
                                         may be necessary or reasonably requested in order to carry out the purposes and intents
                                         of this Agreement.



 


		13.15.	English
                                         Language. This Agreement is in the English language, and such language shall be controlling
                                         in all respects. All translations of this Agreement into any other language shall be
                                         for accommodation only and shall not be controlling on the Parties.



 


		13.16.	Signature
                                         Authority. Each signatory to this Agreement has signature authority and is empowered
                                         on behalf of his or her respective Party to execute this Agreement.



 


		13.17.	Entire
                                         Agreement. This Agreement and the Statements of Work executed and delivered hereunder
                                         contain the complete, entire and exclusive statement of the Parties’ understanding
                                         with respect to their subject matter and supersede all prior and contemporaneous agreements
                                         and understandings, whether written or oral, between them with respect to such subject
                                         matter. Each Party has executed this Agreement without reliance upon any promise, representation
                                         or warranty other than those expressly set forth herein.



 


[SIGNATURE
PAGE FOLLOWS]


 



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IN
WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement as of the day and year
first above written.


 


	AUGMEDIX	 	SCRIBE
    SERVICE PROVIDER
	 	 	 
	By:	/s/
    Manny Krakaris	 	By:	/s/
    A. Hales
	Name: 	Manny Krakaris	 	Name: 	A. Hales
	Title:	CEO	 	Title:	CEO
	Date:	4-22-19	 	Date:	4-12-19


 



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SCHEDULE
1


 


Insurance
Requirements Commercial General Liability. Commercial General Liability insurance covering bodily injury, death, property
damage, personal injury, broad form property damage and contractual liability with limits not less than [*] per occurrence
and [*] General Aggregate. Augmedix must be named as Additional Insured. Coverage will be considered primary without right of
contribution of Augmedix’s insurance policies and will include a Blanket Waiver of Subrogation.


 


Professional
Liability/Errors and Omissions. Professional Liability insurance covering Errors and Omissions on an occurrence or a claims-made
basis, for limits of [*] annual aggregate for hardware, software, consulting or any other services provided under the Agreement.
If coverage is written on a claims-made basis, coverage must be maintained for a period of three (3) years after the expiration
of this Agreement. Coverage territory under such policy shall be worldwide for claims brought under any jurisdiction.


 


Cyber-Liability. Privacy
and Security Insurance in an amount of [*] per occurrence and [*] annual policy aggregate which shall include HIPAA
Coverage, Notification Expenses, Non-HIPAA Privacy and Credit Monitoring coverage. This insurance may be an additional
endorsement under the Professional Liability / Errors & Omissions insurance or it may be a standalone policy. Coverage
territory under such policy shall be worldwide for claims brought under any jurisdiction.


 



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FIRST
AMENDMENT TO MASTER SERVICES AGREEMENT


 


This
First Amendment to the Master Services Agreement (the “Amendment”), effective as of the date of the last signature
set forth below, amends the Master Services Agreement (“Agreement”) by and between Augmedix, Inc. (“Augmedix”)
and Infosense Technologies, Pvt. Ltd. (“Scribe Service Provider”), dated February 1, 2018. All capitalized
terms used in this Amendment and not defined herein shall have the same meaning assigned to such terms in the Agreement. To the
extent there is a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. All
other terms of the Agreement shall remain in full force and effect.


 


Whereas,
Scribe Service Provider and Augmedix desire to promote the social distancing of personnel in light of the COVID 19 pandemic, and
therefore, wish to amend the Agreement to allow telecommute/work from home arrangements for Scribes and other personnel on a temporary
basis, and to reflect additional understandings between the Parties.


 


Now,
therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:


 


1.
Telecommute/Work From Home. Notwithstanding anything to the contrary in the Agreement, all Scribe Service Provider
personnel, including Scribes, will be permitted to telecommute and render Scribing Services from home on a temporary basis, subject
to Augmedix’s approval on a customer by customer basis for the time period approved by Augmedix and any other additional
policies and security requirements established by Augmedix. Consistent with the expectation of information security for Scribe
Service Provider’s employees working at the office, telecommuting employees will be required to ensure the protection of
proprietary Augmedix and customer information, including PHI, accessible from their home office. Further, each Scribe Vendor Employee
who telecommutes will sign the Augmedix Work From Home Agreement attached hereto as Exhibit A.


 


2.
General. This Amendment is hereby incorporated into the Agreement by reference. Except as expressly amended herein,
all other terms of the Agreement are hereby confirmed and remain in full force and effect. To the extent that there is any conflict
between the terms of this Amendment and those of the Agreement, the terms of this Amendment shall control. This Amendment may
be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties and
any full and complete copy thereof shall constitute an original. When signed in pen ink, such documents may be delivered by facsimile
transmission or by scanned email attachment, and said copies shall be treated in all respects as original.


 


Agreed
and Accepted:


 


	Infosense
    Technologies Pvt. Ltd.	 	Augmedix,
    Inc.
	 	 	 
	By:	/s/
    A P Hales	 	By:	/s/
    Sandra Breber
	Name: 	A P Hales	 	Name: 	Sandra Breber
	Title:	CEO	 	Title:	COO
	Date:	03/26/2020	 	Date:	03/26/2020


 



    1


    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO AUGMEDIX, INC. IF PUBLICLY DISCLOSED.


    

 


Exhibit
A


 


AUGMEDIX
REMOTE WORK ARRANGEMENT


 


Vendor:
___________________________


Vendor
Employee Name: ___________________________


Vendor
Employee Position: ___________


Work
Duties to be performed working remotely:______________________________


Clinician
Supported:______________________________________


 


Health
System: ______________________________________


 


Date
Remote Work Begins: ____________ Ends: _____________


 


Approved
Frequency for Remote Work: Temporary


 


Vendor
assets (Tag #) to be used at remote work location (if any):


 


Computer:
___________________Monitor: ____________ Keyboard: _________ Mouse:__________


 


I
have read my employer’s HIPAA Privacy Policy and the Augmedix Information Security Guide for Employees and
understand my responsibility to abide by these policies. I am responsible for working the scheduled hours assigned to me, furnishing
and maintaining my remote workspace in a safe manner, abiding by Augmedix’s and my employer’s security requirements
and protecting Augmedix and customer assets, information, and systems. I will use Augmedix and Electronic Health Record software
and equipment in accordance with the applicable license agreements.


 


I
will use the equipment provided to me only for work, and not for any personal use. I will access the Augmedix platform and my
clinician’s Electronic Health Record only through the VPN provided by my employer, as identified on the computer assigned
to me. I will maintain a private workspace that allows me to handle Protected Health Information (PHI) in a private and secure
way. This includes, but is not limited to, setting up my desk in a quiet, private area of my home where no one can see my screen,
maintaining screen protectors (if available) and wearing headphones at all times. I will provide a photo of my home based workspace
to Augmedix and/or my employer upon request. I will not take screenshots or use any other device other than company provided equipment
while I am working my shift. I will keep my phone away from my workspace and out of arms reach and will not use it during my shift.
I will not copy, share or discuss PHI with anyone other than those persons who have a need to know such information in order to
perform their job duties.


 


I
understand that failure to follow these policies and procedures may result in termination of the remote work arrangement, and
disciplinary action up to and including termination of employment.


 


Vendor
Employee Full Name (PRINT): _______________________________________


Vendor
Employee Signature________________________________________ Date: __________________


Vendor
Manager Signature ____________________________________ Date: _________________

 



    2


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Statement
of Work No. 2


 


This
Statement of Work No. 2 (“SOW No. 2”), dated July 1, 2020 (“Effective Date”), replaces Statement
of Work No. 1 by and between Infosense Technologies, Pvt. Ltd. (dba Only Group) (“Scribe Service Provider”)
and Augmedix, Inc. (“Augmedix”), dated February 1, 2018 (“SOW No. 1”). This SOW No.
2 is entered into by the Parties pursuant to that certain Master Services Agreement, dated February 1, 2018 (the “Agreement”),
and this SOW No. 2 is hereby incorporated into the Agreement by this reference.


 


All
capitalized terms used in this SOW No. 2 shall have the meanings given to them in this SOW No. 2 (including those defined in Appendix
A, B, C, and D attached hereto and herein incorporated by this reference, and in any other appendix attached
hereto), provided that capitalized terms used in this SOW No. 2 but not otherwise defined herein shall have the meanings given
to them in the Agreement. In the event of a conflict between the terms and conditions of this SOW No. 2 and the Agreement, the
terms and conditions of this SOW No. 2 shall prevail. For the purposes of this SOW No. 2, the Parties’ notice addresses
shall be as described in the Agreement.


 


		I.	TERMINATION
OF STATEMENT OF WORK NO. 1



 


As
of the Effective Date, SOW No. 1 is hereby terminated and replaced by this SOW No. 2. All active Purchase Orders entered under
SOW No. 1 shall be, as of the Effective Date, subject to the terms and conditions of this SOW No. 2.


 


		II.	TERM



 


The
initial term of this SOW No. 2 (the “Initial Term”) shall begin on the Effective Date and it shall expire twelve
(12) months later, provided that the term of this SOW No. 2 shall automatically be extended for successive twelve (12) month periods
(each a “Renewal Term”, with the Initial Term and all Renewal Term(s) collectively referred to as the “Term”),
unless either party has given the other party a written notice of termination at least three (3) months prior to the expiration
of the then-current Term. Notwithstanding the foregoing, either Party may terminate this SOW No. 2 without penalty at any time
by giving the other Party a written notice no less than three (3) months before such termination is to take effect.


 


		III.	SERVICES



 


In
consideration of Augmedix’s compliance with the terms and conditions of the Agreement and this SOW No. 2 (including Augmedix’s
timely payment of the fees described later in this SOW No. 2), Scribe Service Provider shall provide Augmedix with the remote-scribing
professional services described below (the “Services”). Notwithstanding anything to the contrary in this SOW
No. 2, Scribe Service Provider will at all times ensure that its provision of the Services complies with all Augmedix requirements
and policies and procedures applicable to performance under the Agreement and this SOW No. 2, including, but not limited to, Scribe
Service Provider’s obligations described in: (i) the Operational Requirements for Scribe Vendors (“ORSV”),
which Scribe Service Provider acknowledges having received from Augmedix, (ii) the requirements and benchmarks contained in the
Training and Performance SLA and the Technology SLA attached hereto as Appendix B and Appendix C, respectively,
(iii) the Medicare Advantage Addendum attached hereto as Appendix D, and (iv) the applicable Business Associate Agreement
between Augmedix and Scribe Service Provider.


 




    	Scribe Service Provider SOW No. 2	Page 1 of 20



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		1.	Recruiting



 


		a.	Each
Trainee must pass (i) the applicable Augmedix screening assessment, as may be modified by Augmedix from time to time, at or above
the minimum score stipulated by Augmedix, or (ii) a comparable screening process mutually agreed between Augmedix and Scribe Service
Provider.



 


		b.	Scribe
Service Provider will make best efforts to recruit a sufficient number of Trainees to provide Augmedix with Scribing Services
for the number of Providers reflected in the applicable Purchase Order.



 


		c.	Scribe
Service Provider will provide Augmedix with monthly updates on: (i) Scribe Service Provider’s ability to deliver the Scribing
Services to the number of Providers specified in the applicable PO; and (ii) Scribe Service Provider’s forecast of how many
additional Providers for which it could provide Scribing Services.



 


		2.	Augmedix
Scribe Training (“AST”)



 


		a.	Each
Trainee must pass the Doctor-Ready Assessment (as defined in Appendix A), as may be modified and/or revised by Augmedix from time
to time.



 


		b.	Scribe
Service Provider will, at its expense, train Trainees to pass the Doctor-Ready Assessment.



 


		c.	Augmedix
will provide Scribe Service Provider with a proposed Scribe training curriculum for the Scribe Service Provider to use in training
Trainees. Notwithstanding, Scribe Service Provider is permitted and encouraged to develop additional training plans and materials
for its Trainees.



 


		d.	Performance
Specialists, who shall be employees of Scribe Service Provider, will provide grades and feedback on Notes for the Trainees throughout
the training program.



 


		e.	Augmedix
will provide limited assistance to Scribe Service Provider in training and certifying Scribe Service Provider’s Augmedix
Scribe training program trainers.



 


		f.	Scribe
Service Provider is responsible for scheduling the final DR test, as further described in the Doctor-Ready Assessment, when it
deems a class of Trainees are ready. Either Augmedix or Scribe Service Provider, at Augmedix’s direction, will conduct the
DR test for the Trainees and provide notice of the results of the complete Doctor-Ready Assessment. Notwithstanding, all Doctor-Ready
Assessments are subject to final approval by Augmedix.



 




    	Scribe Service Provider SOW No. 2	Page 2 of 20



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		g.	Each
Trainee that passes the Doctor-Ready Assessment is deemed to have graduated from the Augmedix Scribe training program and either
transitions to specialty training, if applicable, or assignment on a Provider.



 


		h.	Augmedix’s
criteria for passing the Doctor-Ready Assessment are subject to change in the manner described in the Change Management Process
(as described in Section V of the Agreement).



 


		i.	Scribe
Service Provider shall assign newly-designated DR Certified Scribes to either a new Provider or transition Provider within a reasonable
timeframe and schedule them to take the appropriate specialty training, if applicable.



 


		3.	Specialty
Training



 


		a.	Augmedix
will, in conjunction with the Scribe Service Provider, determine assignment of each DR Certified Scribe to a Provider, subject
to final approval by Augmedix.



 


		b.	Augmedix,
or the Scribe Service Provider upon Augmedix’s written consent, will provide a proposed speciality training plan for DR
Certified Scribes, if applicable.



 


		4.	In-Service



 


		a.	Once
a Scribe has completed his or her specialty training (if applicable), the Scribe is permitted to begin live Charting for his or
her assigned Provider. A Scribe is “in service’ when such Scribe consistently produces one or more Charts meeting
Augmedix’s minimum standards (as communicated by Augmedix and updated from time to time) for his or her assigned Provider.



 


		b.	Scribe
Service Provider is responsible for scheduling a DA Audit when it deems a Scribe to be consistently producing 100% of a Provider’s
Charts meeting Augmedix standards for his or her Provider’s scheduled shifts.



 


		c.	The
Scribe Service Provider will make best efforts to ensure that Scribes that are assigned to a ramp up for a New Provider (as defined
below) or a transition progress according to a schedule and benchmarks set by Augmedix. A Scribe that fails to progress according
to the schedule and meet the associated benchmarks shall, at Augmedix’s sole discretion, be:



 


		1)	Required
to complete a performance improvement plan provided by Augmedix (“PIP”);



 


		2)	Removed
from the assigned Provider, and be available for assignment on a different Provider; or



 




    	Scribe Service Provider SOW No. 2	Page 3 of 20



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		3)	Permanently
removed from providing services to Augmedix if such Scribe fails a DA Audit or is removed from an Account as a result of a Provider’s
concerns.



 


		d.	Scribe
Service Provider will ensure that Scribes draft Charts for all assigned patient visits of an assigned Provider(s) scheduled shift
(or, if applicable, for their assigned portion of such working day).



 


		e.	Scribe
Service Provider must randomly perform steady-state audits to ensure compliance with the minimum standards set forth in the Augmedix
Grading Rubric. Scribe Service Provider must submit a bi-monthly report to Augmedix setting forth the results of such audits.



 


		f.	Augmedix
will randomly audit Charts produced by every Scribe, and such audits must demonstrate that Scribe(s) is/are meeting Augmedix’s
quality and time to complete standards. Scribe Service Provider may be required to, at Augmedix’s sole discretion, remove
a Scribe from the Provider and/or require a Scribe to complete a PIP if:



 


		1)	A
Scribe’s Chart scores fall below minimum standards set by Augmedix; or



 


		2)	There
is a Provider complaint regarding Scribe’s Chart quality.



 


		g.	Scribes
must complete any applicable PIPs described above according to the schedule and benchmarks agreed between Scribe Service Provider
and Augmedix. Scribe Service Provider shall notify Augmedix upon completion of any PIP. Augmedix may, in its sole discretion,
perform a focused audit to confirm a Scribe has successfully fulfilled his or her PIP.



 


		5.	Scheduling
of all Scribes



 


		a.	Scribe
Service Provider shall create and assign schedules for all its Scribes based on their Provider assignments (which Scribe Service
Provider shall obtain from each such Provider’s EHR) or as otherwise agreed with Augmedix. Scribe Service Provider will
ensure 100% coverage for all its assigned Providers’ schedules for a given week (each a “Provider Shift Schedule”)
by Augmedix approved Scribes. Scribe shift schedules must be consistent with Provider Shift Schedules, as reflected in the Provider’s
EHR.



 


		b.	Scribe
Service Provider shall create and assign schedules for each PS based on his or her Account assignments.



 


		c.	Scribe
Service Provider shall upload into the Augmedix scheduling tool at least fourteen (14) days in advance: (i) Provider Shift Schedules;
and (ii) Scribes and PSs for a given week (including all working hours categorized by type of work (e.g., Chart prep time,
Chart editing time, grading etc.). Scribe Service Provider shall monitor the schedules of the Providers and update such schedules
daily (including modifying the applicable Scribes’ schedules) in the Augmedix scheduling tool.



 




    	Scribe Service Provider SOW No. 2	Page 4 of 20



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		d.	Scribes
should be on-line at least fifteen (15) minutes prior to the scheduled time for a Providers’ shift. Where applicable on
a Provider-by- Provider basis, Augmedix will determine and inform Scribe Service Provider if additional time is required from
the Scribe to complete the Charts for his or her assigned Provider within a given workday.



 


		IV.	FEES
AND PAYMENTS



 


		1.	Augmedix
Purchase Order Process



 


		a.	Augmedix
shall deliver a PO to Scribe Service Provider each month. Each PO issued by Augmedix will provide a rolling six (6) month forecast
and commit Augmedix to purchase (i) Scribing Services for a specific number of net Providers at an average of one-hundred and
thirty (130) Scribe Contracted Hours per month, unless otherwise specified in the PO; and/or (ii) training and feedback Services
from a specific number of Performance Specialists. Subject to Section IV.1.c below, the net Provider numbers set forth for the
first [*] shall constitute a firm commitment to purchase Scribing Services for the number of net Providers set forth in
the applicable PO for those months. The trailing [*] are for guidance only; Augmedix will use commercially reasonable efforts
to adhere to the guidance figures set forth in the applicable PO for such months, but such orders are subject to modification.



 


		b.	Augmedix
will pay Scribe Service Provider monthly recurring fees, pursuant to the terms set forth in Section IV.3.a below, for the number
of net Providers set forth in the applicable PO. Scribe Service Provider must have one or more DR Certified Scribes available
to service a Provider at least two (2) weeks prior to such Provider’s scheduled Go-Live Date (to allow for workflow evaluation,
speciality training (if applicable) and issuance EHR credentials). Augmedix will not pay Scribe Service Provider monthly recurring
fees (as described in Section IV.3.a below) for Scribing Services in excess of the number of net Providers set forth in the applicable
PO; Scribe Service Provider shall be responsible for all costs associated with any excess Scribes.



 


		c.	In the event Scribe Service Provider does not provide
enough Scribes to deliver Scribing Services to the number of net Providers set forth in a PO for a particular month, Augmedix
may cancel the order for Scribing Services that Scribe Service Provider failed to deliver for such month. In the event Scribe
Service Provider fails to deliver enough Scribes to provide Scribing Services for the number of net Providers set forth in a PO
for two (2) consecutive months, Augmedix may cancel all or any part of the order for the third month.



 




    	Scribe Service Provider SOW No. 2	Page 5 of 20



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		d.	Augmedix
may remove Scribe Service Provider from providing Scribing Services to an In-Service Provider upon ninety (90) days written notice
to Scribe Service Provider.



 


		2.	Monthly
Invoicing



 


		a.	No
later than [*], Scribe Service Provider will provide Augmedix with an invoice for Services rendered to Augmedix in the prior month
in conformance with the compensation terms set forth in Section IV.3 below. Augmedix shall pay each such undisputed invoice within
[*] of receipt.



 


		b.	Scribe
Service Provider will comply with any Augmedix requests for Scribe Service Provider’s invoice to follow Augmedix’s
preferred format if Augmedix provides Scribe Service Provider with a template for such invoice.



 


		3.	Compensation



 


		a.	Monthly
Recurring Fees.



 


		1.	Current
                                                                                                                                                                Providers. Each calendar month during the Term, for each In- Service Provider (i) who began receiving Scribing services
                                                                                                                                                                from Scribe Service Provider prior to the Effective Date of this SOW No. 2, and (ii) is serviced by a Scribe listed on Appendix
                                                                                                                                                                E, as established on July 1, 2020 (“Current Provider”), Augmedix will pay Scribe Service Provider an
                                                                                                                                                                hourly rate of US$[*] per Scribe Contracted Hour of each Provider during the prior calendar month (which shall be prorated
                                                                                                                                                                for partial months of service).



 


		2.	New
or Transitioned Providers. Each calendar month during the term, for each In-Service Provider who begins receiving Scribing
services, or is transitioned to Scribe(s) not listed on Appendix E, on or after the Effective Date of this SOW No. 2 (“New
Provider”), Augmedix will pay Scribe Service Provider an hourly rate of US$[*] per Scribe Contracted Hour of
each Provider during the prior calendar month (which shall be prorated for partial months of service). For clarity, a New Provider
is considered “In-Service” as of the first day a Scribe begins producing one or more Charts for all or part of a Provider’s
scheduled shift.



 


		3.	For
the avoidance of doubt, in the event a Current Provider is serviced by more than one Scribe listed on Appendix E, such Current
Provider shall not transition to “New Provider” hourly rates until the Provider’s primary Scribe (as listed
on Appendix E) no longer provides Scribing services to such Provider.



 




    	Scribe Service Provider SOW No. 2	Page 6 of 20



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		4.	In
the event Augmedix issues a PO for Scribing services in excess of the number of Providers assigned to Scribe Service Provider
for the applicable month, and provided that (i) Scribe Service Provider has delivered enough Scribes to service the cumulative
number of Providers included in the Purchase Orders, and (ii) a sufficient number of DR Certified Scribe(s) are available to service
a Provider at least two (2) weeks prior to such Provider’s Go-Live Date, Augmedix will, beginning on the 1st of the month
in which Augmedix committed to purchase such Scribing services, and continuing thereafter until the earlier of assignment of a
Provider or expiration of three (3) months, pay Scribe Service Provider for such excess Scribing services at a monthly rate equivalent
to a New Provider contracted at one-hundred and thirty (130) Scribe Contracted Hours.



 


		b.	Augmedix
must pre-approve (i) all staffing by Scribe Service Provider of more than one Scribe working simultaneously on an Authorized User,
for all or part of such Provider’s clinical shifts (“Increased Staffing”), and (ii) the number of Increased
Staffing hours necessary to service such Provider. Augmedix will pay US$[*] for each agreed Increased Staffing hour per
Current Provider and US$[*] for each agreed Increased Staffing Hour per New Provider.



 


		c.	The
compensation described in this Section is subject to the exceptions described elsewhere in this SOW No. 2 and offset based on
the credits described in the Scribe Training and Performance SLA and Augmedix Technology SLA attached hereto as Appendix B,
and Appendix C, respectively.



 


		d.	Replacement
of Scribes. To the extent applicable, in the event a Scribe resigns or is terminated by Scribe Partner within one (1) year
of passing the Doctor-Ready Assessment (each, a “Departed Scribe”), all amounts paid as part of a training
bonus for such Departed Scribe, if any, shall be refunded to Augmedix and applied as a credit against the monthly invoiced amount,
unless such Scribe resigns as a direct result of Augmedix’s breach of its obligations herein, in which case no refund shall
apply. For the avoidance of doubt, in the event a Scribe is promoted to a new position, unless the parties mutually agree that
such Scribe will continue to service Augmedix in the new position, Augmedix reserves the right to consider such individual a Departed
Scribe, and any amounts paid as a training bonus for such Departed Scribe, if any, shall be refunded to Augmedix and applied as
a credit against the monthly invoice.



 


		e.	Performance
Specialists. Each calendar month during the Term, Augmedix will pay Scribe Service Provider a flat fee of US$[*] per
month (prorated for partial months) for each full-time Performance Specialist who provides training and feedback to Scribes during
the prior calendar month, provided that the PS is requested in a PO and approved by Augmedix. For the avoidance of doubt, to the
extent an approved PS works as both a Scribe and PS during a particular month, PS compensation shall be prorated for the time
period during which such individual serves as a PS.



 




    	Scribe Service Provider SOW No. 2	Page 7 of 20



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		V.	Change
Management Process



 


Any
changes to the procedures and production related processes in this SOW No. 2 (each a “Change”) shall follow
the process described in this Section (the “Change Management Process”): A Change must be proposed in writing
by one party to the other party at least two (2) weeks in advance of the date the proposing party desires for such Change to take
effect. The parties will confer on such proposed Change until the parties reach mutual agreement in writing as to the nature and
effective date of such Change, provided that Augmedix shall have the sole discretion to accept or reject a proposed Change if
the parties cannot reach mutual agreement on the nature and timing of such Change within two (2) weeks of the Change first being
proposed. For the avoidance of doubt, if Augmedix proposes a Change using the above process and Scribe Service Provider does not
respond to such Change within two (2) weeks, then the Change is deemed accepted by Scribe Service Provider.


 


This
SOW No. 2 is hereby executed by the authorized representatives of Scribe Service Provider and Augmedix as of the Effective Date,
notwithstanding the actual dates of the parties’ signatures hereon:


 


	 	Infosense Technologies, Pvt. Ltd.	 	 	Augmedix, Inc.
	 	 	 	 	 
	By	/s/ A P Hales	 	By	/s/
Sandra Breber
	Name 	A P Hales	 	Name 	Sandra Breber
	Title	CEO	 	Title	COO
	Date	06/18/2020	 	Date	06/18/2020


 




    	Scribe Service Provider SOW No. 2	Page 8 of 20



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Appendix
A


 


Defined
Terms for SOW No. 2


 


“Account”
means an Augmedix customer that has contracted with Augmedix to create Charts, and such customer may be a Provider, in the
case of independent doctors, or a small clinic or a large health system.


 


“Augmedix
Grading Rubric” means the criteria used by Augmedix for grading and scoring of Notes and Charts in connection with the
Doctor-Approval Audit and steady-state Scribing.


 


“Chart(s)”
means a complete draft Note of a patient encounter uploaded onto a Provider’s EHR.


 


“Doctor-Approval
Audit” or “DA Audit” means the audit that Augmedix uses to assess a Scribe’s ability to draft a 100%
of his or her assigned Provider’s Charts meeting Augmedix’s quality standards for each scheduled shift.


 


“Doctor-Ready
Assessment” or “DR Assessment” means the assessment criteria that Augmedix uses to assess the Trainee’s
readiness for transition to specialty training, if applicable, or assignment on a Provider, and thereby, become a DR Certified
Scribe.


 


“EHR”
means an electronic health record system, a.k.a. the EMR or Electronic Medical Record.


 


“Go-Live
Date” means the first day on which Scribe Service Provider produces one or more Charts for an assigned Provider.


 


“In-Service
Provider” means a Provider for whom a Scribe has begun drafting one or more Charts meeting Augmedix quality standards
for all or part of his or her scheduled shift.


 


“Notes”
means notes of patient encounters completed in a document other than a Provider’s EHR.


 


“Purchase
Order” or “PO” means a purchase order issued by Augmedix to service a specific number of Providers.


 


“DR
Certified Scribe” means a Trainee who has passed the Doctor-Ready Assessment and has been approved by Augmedix for transition
to specialty training, if applicable, or direct assignment to a Provider.


 


“Provider”
means a doctor, a nurse practitioner or a physician’s assistant that works either directly or indirectly for an Account.


 


“Scribe”
means an unlicensed individual hired to enter information into the EHR at the direction of a Provider.


 


“Scribe
Contracted Hour” means an hour of Scribe services contracted by a Provider and charged by Augmedix pursuant to an Account
agreement. For the avoidance of doubt, in the event an Augmedix contract with an Account is defined in contracted doctor hours
(i.e., a Provider’s scheduled clinic hours), Augmedix will convert such contracted doctor hours into Scribe Contracted Hours.


 



    	Scribe Service Provider SOW No. 2	Page 9 of 20



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“Trainee”
means an individual recruited by the Scribe Service Provider who is going through the Augmedix Scribe training program.


 


“Performance
Specialist” or “PS” means an individual that Augmedix has approved to provide grades and feedback on Notes
and Charts to Scribes.


 




    	Scribe Service Provider SOW No. 2	Page 10 of 20



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Appendix
B


 


Augmedix
Training and Performance SLA


 


I.
Training


 


Augmedix
Scribe Training - Scribe Service Provider shall upload to an Augmedix-specified location all the Notes that the Trainee
has completed each day and the Scribe Service Provider must accurately document the number of Notes completed by the Trainee.
Augmedix or Scribe Service Provider will grade the Notes as specified in the Augmedix Scribe training program until Scribe Service
Provider has trained its training program trainer to perform such task.


 


Implementation
and Transition - Augmedix or Scribe Service Provider will provide grades and feedback for all Scribes in implementations
and transitions as stated in the respective implementation or transition training plan.


 


Final
Doctor Ready Test - Augmedix or Scribe Service Provider will [*] during the Doctor-Ready Audit using the Augmedix Grading
Rubric and the score of the Notes will determine the result of the Trainee being audited.


 


Doctor
Approval Audit - Augmedix or Scribe Service Provider will [*] during the Doctor Approval Audit using the Augmedix
Grading Rubric and the average score of those Charts will determine the result of the DR Certified Scribe being audited. The Scribe
must [*] on all Charts graded during the audit to pass the DA Audit.


 


II.
Performance


 


Forecasting
- Scribe Service Provider will make best endeavors to ensure that the recruiting projections provided to Augmedix pursuant
to Section III.1.c of the SOW No. 2 are complete and accurate. [*] after issuance of its first Purchase Order, and every
[*] thereafter, Augmedix will review and audit Scribe Service Providers’ projections of its ability to deliver the number
of Scribes specified in the applicable Purchase Orders.


 


Service
Availability - Scribe Service Provider must ensure that Scribes adhere to Providers’ Shift Schedules [*]
of the time. For each failure to provide the Scribing Services according to Provider Shift Schedules, Scribe Service Provider
will provide a credit against its monthly invoice to Augmedix for a given month as follows:


 


		1)	US$[*]
(at Augmedix’s sole discretion) for each calendar day in any given month that a Scribe or an Augmedix-approved equivalent
misses one or more Charts for a Provider due to issues within the control of Scribe Service Provider (e.g., Scribe being absent
or tardy, technical issues at the Scribe Service Provider site, etc.).



 


		2)	US$[*]
for each time a Provider makes a complaint regarding the unavailability of a Scribe or an Augmedix-approved equivalent
due to issues within the control of a Scribe Service Provider (e.g., failure of Scribe to be on-line at least fifteen (15) minutes
prior to a Provider’s shift).



 



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Quality
Standards - If a Scribe requires more than one performance improvement plan per year due to a Provider complaint, then
Augmedix may either remove (i) the Scribe from the Provider or Account, or (ii) the entire Account from the Scribe Service Provider.


 


III.
Termination of Access


 


Scribe
Service Provider shall notify Augmedix immediately, but in no event later than twenty-four (24) hours, after a Scribe Service
Provider employee, who has access to customer PHI, is terminated.


 




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Appendix
C


 


SCRIBE
SERVICE PROVIDER TECHNOLOGY SLA


Updated
April 2019


 


		1.	Goals
and Objectives



 


The
purpose of this agreement is to ensure that the proper expectations, requirements and commitments are in place for scribe vendors
to provide consistent and reliable technology infrastructure delivery and support for Augmedix’s enterprise-class business.
The commitment to reliability is essential because Provider-Scribe downtime negatively, and often severely, impact Augmedix’s
business. The key objectives of this agreement are to provide a clear reference to service ownership, support, roles and/or responsibilities,
and present a measurable description of the service provisioning, expectations for service reporting and articulate incentives
and penalties for service-level guarantees.


 


		2.	Periodic
Review and Updates



 


Augmedix
owns this document and is responsible for facilitating regular reviews. The contents of this document may be amended as required,
provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The document owner
will incorporate all subsequent revisions and obtain mutual agreements/approvals as required. This agreement will be made accessible
to all stakeholders as required. The recommended review period is quarterly but changes to this document will necessitate an immediate
review and approval.


 


		3.	In-Scope
Services



 


This agreement covers all infrastructure services provided by the Scribe Vendor
and leveraged by the scribe operations including network, access, systems, hardware, software/applications, security, user management
etc. This includes the Internet Service Providers (ISP) and third-party vendors that the Scribe Vendor relies upon for delivery
and support of the scribe operations.


 


		4.	Service
Level Guarantees



 


		●	[*] service uptime (during scribing operational hours, i.e., from the time
                                         when the first scribe logs in to the time the last scribe logs out)



		●	Service
uptime will be reviewed on a monthly basis.



		●	The
requirements and benchmarks set forth herein are subject to change under the Change Management Process outlined in SectionV of
the SOW.



 




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		5.	Service
Expectations and Requirements



 


It
is expected that the Scribe Vendor will take a proactive approach to supporting Augmedix and will provide the highest level of
customer service and technical support. Both robust service and technology go hand-in-hand and are fundamental requirements for
the Augmedix service.


 


		5.1	Proactive
Notifications



 


Augmedix
expects to be notified proactively, per the priority definitions, in the event of any network and/or system issues that impact
Scribe operations including planned downtime (maintenance).


 


		5.2	Technical
Expertise



 


Augmedix
expects Scribe Vendor’s technical/IT team to have superior technical expertise in network and system configuration, design,
maintenance and troubleshooting as well as application installation, maintenance, and upgrades. Competency in both hardware and
software is required.


 


		5.3	Training



 


It
is the responsibility of Scribe Vendor to train its technical/IT staff on the tools, technologies and processes required for the
support of the Augmedix service and scribe operations.


 


		5.4	Documentation



 


All
infrastructure and system specifications, configurations and processes must be documented and made available to Augmedix. These
documents must be reviewed with Augmedix once a quarter.


 


		5.5	Service
Testing and Validation



 


In
the event Augmedix needs support to validate a new service/application, Scribe Vendor must make resources available to validate
and share the results within the shared/expected timeline.


 




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		5.6	Monitoring
Workstation Availability



 


Workstation
monitoring must be conducted on a 24/7 basis. A notification must be triggered in the case of unavailability of the system. In
such case, the system must be restored within 24 hours.


 


		6.	Service
Change Management



 


Any
planned changes to the state of Augmedix’s production scribe services, including hardware, software, networks and facilities
must go through a process of change impact analysis, review and approval prior to implementation. Each change must follow the
Change Management Process outlined in Section V of the SOW.


 


Any
failure on the part of Scribe Vendor to follow the Change Management Process will be considered a “Breach of Process”
for which Scribe Vendor must provide proper justification. Augmedix may audit any changes to verify the requests.


 


		7.	Service
Escalation Management



 


All
critical and high-priority incidents (defined below) resulting in the loss of service must immediately trigger the creation
of a war-room by the Scribe Vendor and the involvement of the Scribe Vendor and Augmedix technical teams to facilitate the discussion
of outstanding issues and satisfactory resolution and closure of the ticket(s):


 


		●	Interruption
making a critical functionality inaccessible or a complete network interruption causing a severe impact on services availability.



		●	Critical
functionality or network access interrupted, degraded or unusable, having a severe impact on services availability.



 


In
order to facilitate the management of escalated incidents, the Scribe Vendor must provide to Augmedix a tiered Escalation Matrix
that must include the name of the individual, phone number, email, and conditions under which an incident will be escalated
up the management chain.


 


		8.	Service
Security



 


Scribe
Vendor is expected to make sure that critical network infrastructure, systems, applications and scribe operations have all the
necessary security controls in place for a safe and secure operating environment. Adherence to the compliance, security and privacy
requirements set forth in the Operational Requirements for Scribe Vendors (“ORSV”) document is mandatory.


 




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		8.1	ORSV
Audits



 


Augmedix
or its designee shall have the right to audit, monitor, and verify Scribe Vendor’s compliance with the ORSV. Augmedix may
perform two such audits per twelve (12) month period; provided, however, Augmedix may perform additional audits in response to
specific security or privacy incidents or identified gaps in compliance with the ORSV. Except for the initial audit of Scribe
Vendor against the ORSV requirements, Scribe Vendor shall bear all costs associated with any audits conducted under this Section
8.


 


Should
Augmedix determine in its sole discretion, that Scribe Vendor has failed to adhere to the requirements of the ORSV, Scribe Vendor
must successfully remediate any compliance deficiencies to the satisfaction of Augmedix within (10) business days of written notice
of such deficiencies. If Scribe Vendor fails to remediate deficiencies within the time period prescribed above, or the deficiency
is a repeat violation of the same ORSV requirement, Scribe Vendor shall provide Augmedix a credit against Scribe Vendor’s
monthly invoice for that month in the amount of up to US$[*] (at Augmedix’s sole discretion) for each day that the
deficiencies remain unresolved and/or repeat violations. Further, Augmedix, in its sole discretion, reserves the right to remove
Scribe Vendor from its existing Accounts, or withhold the assignment of new Accounts to Scribe Partner until all deficiencies
are resolved to the satisfaction of Augmedix.


 


		9.	Service
Support Availability



 


Technical
support coverage must align with the Provider schedules that the Scribe Vendor is servicing. Such schedules will be documented
in a Single Source of Truth (example: Humanity) for production service availability. In addition, Augmedix may require
the availability of the technical/IT support staff during maintenance and/or test windows. Such requests will be made at least
2 business days in advance.


 


		10.	Service
Maintenance and Outages



 


All
service maintenance must be performed during scheduled maintenance windows. These activities will render systems and/or applications
unavailable for scribe operations at the agreed-upon locations and for the defined time windows. The change management process
applies to un-planning service outages as well. In addition, each service disruption/outage must be followed by a Root Cause
Analysis/Post-Mortem Report within 24-48 hours of resolution of the outage.


 


In
the event of an outage, Scribe Vendor must notify Augmedix within [*] of such occurrence. Thereafter, Scribe Vendor must
provide an intermediate progress update to Augmedix every [*] until the issue is resolved.


 


		11.	Service
Reporting



 


Augmedix
expects the scribe vendor to present the following reports:


 


		1.	Service
uptime (and downtime) – Monthly



		2.	Service
outages – Monthly



		3.	Root
Cause Analysis (RCA)/Post-Mortem Report – within 48 hours



 




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		12.	Service
Exceptions



 


Any
deviations from agreed upon policies and processes must be brought up in advance for review and approval in accordance with the
defined Change Management Process.


 


		13.	Service
Incentives/Penalties



 


Should
Scribe Vendor fail to meet the requirements and benchmarks set forth in this Technology SLA and the Scribe Operation Technology
Requirements, Augmedix in its sole discretion reserves the right to remove Scribe Vendor from its existing Accounts or withhold
the assignment of new Accounts to Scribe Vendor (even if Augmedix has purchased Scribing Services for a designated number of Providers
in the applicable Purchase Orders) until all deficiencies are resolved to the satisfaction of Augmedix.


 


		14.	Priority
Level Definitions



 


To
create clear expectations, Augmedix defines priority levels based on the criticality of its function. The priority levels, including
resolution, response and update interval timelines are set forth in the table below:


 


	Priority	 	Name	 	Description	 	Resolution	 	First
    Intermediate Time	 	Response
    Update Interval
	P1	 	Critical	 	Interruption making
    a critical functionality inaccessible or a complete network interruption causing a severe impact on services availability.	 	1 hour or less	 	5 mins or less	 	15 mins
	P2	 	High	 	Critical functionality
    or network access interrupted, degraded or unusable, having a severe impact on services availability.	 	2 hours	 	15 mins or less	 	30 mins
	P3	 	Medium	 	Non critical function
    or procedure, unusable or hard to use, having an operational impact but with no direct impact on services availability.	 	8 hours	 	30 mins or less	 	4 hours
	P4	 	Low	 	Application
    or personal procedure unusable, where a workaround is available, or a repair is possible.	 	24 hours	 	1 hour
    or less	 	N/A
	P5	 	Request	 	General service
    request	 	48 hours	 	4 hours or less	 	N/A


 




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Scribe
Vendor shall make every attempt to meet the restoration targets listed above. Incidents shall be deemed “restored”
when Augmedix reasonably determines that Scribe Vendor has provided a suitable resolution, solution, or work-around for the incident.
Suitable shall mean that the resolution, solution or work-around does not materially impact Augmedix ability to provide its Services.


 


		15.	References



 


Augmedix
Operational Requirements for Scribe Vendors (ORSV)


Scribe
Operations Technology Requirements


Technology
Best Practices & Recommendations for Scribe Operations


Change
Management Process for Augmedix Operations


 




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Appendix
D


 


[Executed
Medicare Advantage Addendum to be inserted]

 



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MEDICARE
ADVANTAGE ADDENDUM


 


This
Medicare Advantage Addendum, effective as of January, 9, 2017 (the “Effective Date”) is by and between Augmedix Inc.
(“Delegate”) and the undersigned (“Downstream Entity’), and amends the existing agreement, by whatever
title so designated, whereby Downstream Entity agrees to arrange for or perform certain delegated administrative, management or
other services for Delegate (the “Agreement”). Delegate and Downstream Entity are each a “Party” and collectively
“the Parties.”


 


WHEREAS,
Delegate contracts with various health care providers (“Providers”) to furnish certain administrative services,
including assistance in preparing electronic medical records for patients receiving health care services to patients, such as
Medicare Subscribers (as defined below) enrolled in Medicare Plans (defined below);


 


WHEREAS,
Delegate has agreed to abide by certain Medicare Program requirements in its agreement with Providers with respect to services
provided to Medicare Subscribers enrolled in Medicare Plans, and to require subcontractors to do the same;


 


WHEREAS,
the Parties entered into the Agreement under which Downstream Entity performs certain administrative activities for Delegate,
including with respect to Medicare Subscribers enrolled in Medicare Plans; and


 


WHEREAS,
the Parties agree to supplement the Agreement to include certain Medicare Program requirements that shall be applicable to
Downstream Entity and its subcontractors that perform administrative services with respect to Medicare Subscribers and/or Medicare
Plans;


 


NOW
THEREFORE, in consideration of the terms and conditions set forth in the Agreement and this Medicare Advantage Addendum, and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this Addendum is made a part
of the Agreement. The Parties agree as follows:


 


1)
DEFINITIONS


 


All
capitalized terms shall have the meaning defined in this Addendum.


 


		a)	Applicable
                                         Laws means all applicable federal laws, regulations and/or CMS program instructions
                                         and guidance and CMS Contract provisions that apply to the MA Program and/or the Part
                                         D Program, as in existence as of the execution of this Medicare Advantage Addendum or
                                         as subsequently amended or established.



		b)	CMS
                                         means Centers for Medicare & Medicaid Services, an agency within the United States
                                         Department of Health and Human Services.



		c)	CMS
                                         Contract means a contract between CMS and a Medicare Plan Entity pursuant to which
                                         the Medicare Plan Entity sponsors one or more MA Plans or Part D Plans.



 




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		d)	Covered
                                         Services means those health care services that are covered under a Medicare Plan.



		e)	Downstream
                                         Entity means the Party that agrees to provide services to Delegate consistent with
                                         the terms of this Medicare Advantage Addendum.



		f)	First
                                         Tier Entity has the same definition that appears in 42 C.F.R. §§ 422.2
                                         and 423.4, which, at the time of execution of this Medicare Advantage Addendum, means
                                         any person or entity that enters into a written arrangement with Medicare Plan Entity
                                         to provide administrative and/or health care services, including Covered Services to
                                         Medicare Subscribers. For purposes of this Medicare Advantage Addendum, each Provider
                                         is a First Tier Entity.



		g)	Medicare
                                         Advantage Plan or MA Plan means a health benefit plan sponsored by a Medicare
                                         Advantage Organization, pursuant to the Medicare Advantage Program.



		h)	Medicare
                                         Advantage Program or MA Program means the Medicare managed care program established
                                         and maintained under Part C of Title XVIII of the Social Security Act.



		i)	Medicare
                                         Plan means an MA Plan or a Part D Plan sponsored by a Medicare Advantage Organization
                                         (as defined by MA Program regulation at 42 C.F.R. § 422.2) or a Part D Sponsor (as
                                         defined in Part D Program regulation at 42 C.F.R. § 423.4) pursuant to a CMS Contract.



		j)	Medicare
                                         Plan Entity means, as relevant in context, a Medicare Advantage Organization or a
                                         Part D Sponsor that has contracted with Provider(s) to furnish Covered Services to Medicare
                                         Subscribers under Medicare Plan(s).



		k)	Medicare
                                         Prescription Drug Benefit Plan or Part D Plan means a Medicare prescription
                                         drug benefit plan sponsored by a Part D Plan Sponsor, as the term is defined in Applicable
                                         Law, pursuant to the Medicare Prescription Drug Benefit Program.



		l)	Medicare
                                         Prescription Drug Benefit Program or Part D Program means the Medicare prescription
                                         drug benefit program established and maintained under Part D of Title XVIII of the Social
                                         Security Act.



		m)	Medicare
                                         Subscribers means members who are enrolled in a Medicare Plan Entity’s MA Plan
                                         or Part D Plan.



		n)	Other
                                         Downstream Entity means any entity that enters into a written arrangement descending
                                         from and subordinate to the Agreement with Downstream Entity, which is entered into regarding
                                         the provision of Subcontracted Activities.



 


References
in this Medicare Advantage Addendum to the Agreement shall mean the Agreement and all applicable exhibits, attachments and addenda,
including, without limitation, any statement of work, as the context so requires.


 




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		1)	AUGMEDIX
                                         RESPONSIBILITIES



 


		a)	Downstream
                                         Entity Activities. Downstream Entity agrees that, with respect to Downstream Entity’s
                                         performance of the functions, duties, Obligations and responsibilities performed by Downstream
                                         Entity under the Agreement with respect to Medicare Plans or Medicare Subscribers (each
                                         a “Subcontracted Activity”):



 


		i)	Delegate
                                         shall, and any applicable Medicare Plan Entity may, conduct on-going monitoring of Downstream
                                         Entity’s performance of the Subcontracted Activit(ies) to assess compliance with
                                         Applicable Laws and the Agreement; and



 


		ii)	Downstream
                                         Entity’s performance of the Subcontracted Activities shall be consistent and comply
                                         with Applicable Laws, the Agreement, and applicable CMS Contract requirements.



 


Downstream
Entity understands and agrees that under this Medicare Advantage Addendum, Medicare Plan Entities are likewise authorized to engage
in such monitoring and evaluation of Subcontracted Activities.


 


		b)	Revocation
                                         of Subcontracted Activities. Downstream Entity agrees that, with respect to the Subcontracted
                                         Activities, Delegate may, upon request by CMS or any applicable Medicare Plan Entity
                                         (with respect to its Medicare Subscribers), immediately suspend or revoke performance
                                         of a Subcontracted Activity by Downstream Entity or Other Downstream Entity, or take
                                         such other remedial action as is authorized under the Agreement, where CMS or the relevant
                                         Medicare Plan Entity reasonably determines that Downstream Entity or Other Downstream
                                         Entity is not performing such Subcontracted Activity satisfactorily in accordance with
                                         the terms of the Agreement. Delegate shall not be responsible to pay Downstream Entity
                                         for Subcontracted Activities not performed due to such suspension or revocation. Delegate’s
                                         rights set forth in this provision shall be in addition to any other rights and remedies
                                         afforded Delegate under the Agreement for inadequate performance.



 


		c)	Oversight.
                                         Downstream Entity agrees that Delegate shall, and any applicable Medicare Plan Entity
                                         may, oversee those functions and responsibilities required of Downstream Entity pursuant
                                         to Applicable Laws and the Agreement. Delegate shall provide ongoing monitoring and oversight
                                         of all aspects of Downstream Entity’s performance of Subcontracted Activities provided
                                         in connection with Medicare Subscribers under the Agreement.



 


		d)	Data
                                         Reporting. Downstream Entity acknowledges that Provider, on behalf of applicable
                                         Medicare Plan Entities, collects, analyzes and integrates data relating to the provision
                                         of Covered Services to Medicare Subscribers in order for such Medicare Plan Entities
                                         to meet their obligations under Applicable Laws, including without limitation 42 C.F.R.
                                         §§422.310, 422.516, 423.329, and 423.514, the CMS Contract(s) and Medicare
                                         Plan policies, procedures, and programs. As applicable to the Subcontracted Activities,
                                         and pursuant to the terms of Provider agreements with Medicare Plan Entities, Downstream
                                         Entity shall, upon request from Delegate, and/or Medicare Plan Entities, provide to Delegate
                                         and/or Medicare Plan Entities any data or data reporting related to the provision of
                                         the Subcontracted Activities requested by Delegate and/or Medicare Plan Entities.



 




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		e)	Record
                                         Keeping. Downstream Entity shall maintain pertinent contracts, books, files and other
                                         documentation involving transactions related to the Agreement and Downstream Entity’s
                                         performance of Subcontracted Activities under the Agreement (collectively, Records”).
                                         At minimum, such Records shall be sufficient to enable Delegate and Medicare Plan Entities
                                         (i) to evaluate Downstream Entity’s performance, including the accuracy of data
                                         submitted to Delegate and/or Provider, and (ii) enforce Delegate and Medicare Plan Entity’s
                                         rights under the Agreement and in accordance with Applicable Laws.



 


		f)	Access
                                         for Auditing and Monitoring. Downstream Entity shall provide the U.S. Department
                                         of Health and Human Services (“HHS”), the Comptroller General of the
                                         United States (“Comptroller General”), Delegate, and relevant Medicare
                                         Plan Entities and/or their authorized designees with direct access to all Records, computers
                                         and other electronic systems, to inspect, evaluate, collect and audit Downstream Entity’s
                                         performance under the Agreement with respect to Subcontracted Activities, transactions
                                         related to the CMS Contract(s), or as HHS, the Comptroller General or their designees
                                         deem necessary in connection with the relevant CMS Contracts, including information pertaining
                                         to services performed, or determinations of amounts payable. Such access shall be provided
                                         in the format and within such time frames as reasonably required by Delegate, or as otherwise
                                         specified by Applicable Laws. Downstream Entity shall provide Medicare Plan Entity or
                                         Delegate with copies of any and all Records inspected, copied, evaluated and/or audited
                                         by HHS, the Comptroller General and/or their authorized designees. Downstream Entity
                                         shall notify Delegate immediately by telephone, to be followed with written notice within
                                         three (3) business days, of any request from HHS, the Comptroller General and/or or their
                                         authorized designees to inspect Downstream Entity’s or Other Downstream Entity’s
                                         premises, physical facilities, systems, or equipment or to confer with Downstream Entity’s
                                         or other Downstream Entity’s personnel, and Downstream Entity shall permit Medicare
                                         Plan Entity and Delegate to participate in any such inspection or conference, unless
                                         prohibited by law or the governmental entit(ies) requesting access. This Section of this
                                         Medicare Advantage Addendum shall remain in effect for the longer of (i) ten (10) years
                                         following the termination of this Medicare Advantage Addendum, regardless of the reason
                                         for termination; (ii) completion of any audit relating to services provided under this
                                         Medicare Advantage Addendum; or (iii) such other timeframe as provided or required by
                                         Applicable Laws.



 


		g)	Privacy,
                                         Security and Confidentiality. Downstream Entity shall comply with all Applicable
                                         Laws regarding health care privacy and security, including without limitation the confidentiality
                                         and security provisions stated in the HIPAA regulations and the regulations at 42 CFR
                                         422.118, for any Medicare Subscriber medical records or other health and enrollment information
                                         Downstream Entity maintains or has access to with respect to Medicare Subscribers. Downstream
                                         Entity shall comply with the confidentiality and enrollee record accuracy requirements
                                         of the MA Program, including (1) abiding by all Federal and State laws regarding confidentiality
                                         and disclosure of medical records, or other health and enrollment information, (2) ensuring
                                         that medical information is released only in accordance with applicable Federal and
                                         State law, or Pursuant to court orders or subpoenas, (3) maintaining the records and
                                         information in an accurate and timely manner, and (4) ensuring timely access by enrollees
                                         to the records and information that pertain to them.



 




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		h)	Subcontracting.
                                         The Parties acknowledge that Downstream Entity and each of its vendors involved in
                                         the provision of a Subcontracted Activity under this Medicare Advantage Addendum are
                                         considered “Downstream Entities” under the Medicare Advantage Program and
                                         that all Downstream Entity contracts must include those. provisions that are required
                                         by Applicable Law to be included in Downstream Entity contracts. Downstream Entity agrees
                                         that it will not, directly or indirectly, contract with any person or entity to furnish
                                         Subcontracted Activities unless such other person or entity is specifically obligated,
                                         through a written agreement executed between such person or entity and Downstream Entity
                                         (or such person or entity and a Other Downstream Entity), to comply with all of the provisions
                                         contained in this Addendum. Downstream Entity shall include the terms in this Addendum
                                         or their equivalent, in its contract or other contractually binding document with each
                                         Other Downstream Entity performing Subcontracted Functions, or incorporate such terms
                                         by reference. Downstream Entity agrees to promptly provide Delegate with a copy of any
                                         such written agreement, upon request. Downstream Entity will provide Delegate and Plan
                                         with any information reasonably necessary to evaluate a proposed subcontracting arrangement
                                         and for Plan Entities to do the same.



 


Without
limiting the foregoing, Downstream Entity agrees that it will not contract with any Other Downstream Entity to perform any Subcontracted
Activity unless (i) the Other Downstream Entity’s delegated activities and responsibilities and reporting obligations are
described in a written agreement between Downstream Entity and the Other Downstream Entity; (ii) such written arrangement obligates
the Other Downstream Entity to comply with relevant provisions contained in the CMS Contract relating to the provision of such
delegated services; and (iii) such written arrangement specifically  permits an applicable Medicare Plan Entity or CMS to request
that Downstream Entity  suspend or revoke the Other Downstream Entity’s performance of delegated services with respect
to relevant Medicare Subscribers, or take such other remedial action as  provided by written agreement with the Other Downstream
Entity, if the Other  Downstream Entity does not perform the delegated services satisfactorily under the  terms of its agreement
with Downstream Entity, as determined by Delegate, CMS or the Medicare Plan Entity.


 




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		i)	Training
                                         Program. Downstream Entity shall, for all officers, directors, employees, and Other
                                         Downstream Entities who have involvement in administration or delivery of Subcontracted
                                         Activities, require participation upon hire or within ninety (90) days of the Effective
                                         Date of this Medicare Advantage Addendum if such individual has not already engaged in
                                         such training within the last year and annually thereafter in compliance and anti-fraud
                                         training and education that is issued by CMS with respect to compliance and anti-fraud
                                         and abuse initiatives, unless exempt from such training under relevant CMS regulations
                                         including by not limited to when Downstream Entity, Other Downstream Entity and any related
                                         individuals or entities have met the fraud, waste and abuse certification requirements
                                         through enrollment into the Medicare program. Upon Delegate’s request, Downstream
                                         Entity shall certify to compliance with applicable compliance and anti-fraud training
                                         and education requirements. Delegate shall accept the certificate of completion of the
                                         CMS training as satisfaction of this requirement with respect to individuals required
                                         to receive training.



 


		j)	Off-Shore
                                         Operations. Downstream Entity shall not itself or through another person or entity
                                         undertake any functions, activities or services in connection with the Agreement that
                                         involves transmission or storage of Medicare Subscriber data outside of the United States
                                         of America or a territory without the prior written consent of Delegate. All off-shore
                                         operations conducted in connection with the Agreement with respect to Medicare Subscribers
                                         shall comply with Applicable Laws and the requirements of the Agreement. Downstream Entity
                                         shall cooperate with Delegate by providing Delegate with any information necessary in
                                         order to permit Medicare Plan Entities to submit any required attestations to CMS regarding
                                         such off-shore operations, with adequate basis for the same.



 


		k)	Hold
                                         Harmless. To the extent applicable in connection with the Agreement and this Medicare
                                         Advantage Addendum, Downstream Entity shall not hold liable any Medicare Subscriber for
                                         the payment of any fees that are the legal obligation of Delegate, Provider, Medicare
                                         Plan Entity or other intermediary. Downstream Entity agrees to accept Delegate’s
                                         payment for Subcontracted Activities as payment in full and not to bill Member or CMS,
                                         and agrees to hold harmless Member and CMS, in the event that Plan cannot or will not
                                         pay for services performed by Delegate pursuant to this Addendum.



 


		l)	Credentialing.
                                         To the extent applicable in connection with the Agreement and this Medicare Advantage
                                         Addendum, the credentials of licensed medical professionals affiliated with either Party
                                         providing Covered Services to Medicare Subscribers either may be reviewed by an applicable
                                         Medicare Plan Entity or the credentialing process will be reviewed and approved by an
                                         applicable Medicare Plan Entity and such Medicare Pian Entity may audit the credentialing
                                         process on an ongoing basis.



 


		m)	Certification;
                                         Federal Funds. As applicable, Downstream Entity shall certify that any information
                                         submitted to Delegate or Medicare Plan Entity in connection with a Medicare Plan is complete,
                                         truthful, and accurate based on best knowledge, information and belief. Downstream Entity
                                         acknowledges that payments received under this Addendum, if any, are, in whole or in
                                         part, from Federal funds and that claims data submitted by Downstream Entity will be
                                         used for the purposes of obtaining Federal reimbursement.



 




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		n)	Marketing.
                                         Downstream Entity is not authorized or permitted to engage in marketing on behalf
                                         of Medicare Plan Entities with respect to the MA Plan(s) under this Medicare Advantage
                                         Addendum.



 


		o)	Corrective
                                         Action. Downstream Entity shall undertake, and require its Other Downstream Entities
                                         to undertake, any corrective action concerning its Subcontracted Activities as reasonably
                                         requested by Delegate or Medicare Entity Plan in order for the Medicare entity Plan to
                                         comply with Applicable Laws, a CMS request or to remedy an identified compliance deficiency.
                                         |



 


		p)	Reporting
                                         and Disclosure; Submission of Encounter and Other Data. Downstream Entity shall cooperate
                                         and assist with Medicare Plan Entity’s requests for information and promptly submit
                                         such other information and data held by it as may be reasonably requested by the Medicare
                                         Plan Entity for: MA Program administration; Medicare Plan Entity’s compliance with
                                         its reporting requirements; Medicare Plan Entity’s utilization review/quality improvement
                                         or grievance programs; or Medicare Plan Entity’s response to requests or requirements
                                         for information and/or surveys by HHS, CMS, the Comptroller General or their designees.
                                         Such information shall be submitted by Downstream Entity in compliance with Applicable
                                         Laws.



 


		q)	Program
                                         Integrity. Downstream Entity shall cooperate fully with any governmental investigations
                                         of actual or suspected fraud, waste or abuse concerning MA Plans and/or MA Plan Members.



 


		r)	Exclusion
                                         Screening and Related Requirements. Downstream Entity represents and warrants (1)
                                         that it is not itself excluded, and (2) does not (and shall not) employ or procure the
                                         services of any individual or entity that is excluded under the U.S. Department of Health
                                         and Human Services Office of Inspector General’s List of Excluded Individuals/Entities,
                                         the General Services Administration (“GSA”) exclusion list (the “GSA
                                         List”) or is otherwise excluded from participation in any Federal health care program
                                         (as such term is defined in 42 U.S.C. § 1320a-7b(f)), or debarred, suspended, proposed
                                         for debarment, declared ineligible, or voluntarily excluded by any Federal department
                                         or agency (an “Excluded Individual”). Downstream Entity shall, upon request,
                                         periodically attest to the same. Upon learning that the name of any employee, contractor,
                                         agent, board of directors member or major stockholder of Downstream Entity or any Other
                                         Downstream Entity appears on the OIG, GSA or other exclusion lists (together, “Exclusion
                                         Lists”), Downstream Entity shall (a) promptly notify Delegate of such occurrence,
                                         and (b) take immediate steps to remove such person from direct or indirect responsibility
                                         for, or involvement in, services provided to pursuant to this Medicare Advantage Addendum.
                                         For purposes of this Medicare Advantage Addendum, a “major stockholder” shall
                                         mean an individual or entity that has a direct or indirect ownership or control interest
                                         of five percent or more in an entity. Downstream Entity shall review the relevant Exclusion
                                         Lists (and cause Other Downstream Entities to review such Exclusion Lists) prior to contracting,
                                         and on a monthly oasis thereafter, to ensure that neither it, nor any Other Downstream
                                         Entity, or their respective employees, contractor, agent, board of directors member or
                                         major stockholders, is an Excluded individual, Downstream Entity agrees that it is bound
                                         by the terms of C.F.R. 376, relating to non-procurement, debarment and suspension and
                                         shall require that Other Downstream Entities agree to the same.



 




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		2)	TERM
                                         AND TERMINATION



 


		a)	Termination
                                         Upon CMS Request. The Parties agree that this Medicare Advantage Addendum shall terminate
                                         immediately upon the written request of CMS. Termination of this Medicare Advantage Addendum
                                         pursuant to this section shall have no effect on the Agreement or the effectiveness of
                                         other exhibits or addenda to the Agreement.



 


		b)	Termination
                                         Upon Termination of the Agreement. The Parties agree that this Medicare Advantage
                                         Addendum is conditioned upon the effectiveness of the Agreement and shall terminate automatically
                                         upon the termination of the Agreement, regardless of the reason for termination, and
                                         under the same terms and conditions specified in the Agreement.



 


		3)	GENERAL
                                         PROVISIONS



 


		a)	Conflict.
                                         This Medicare Advantage Addendum supplements the Agreement with respect to the provision
                                         of Subcontracted Activities involving Medicare Subscribers or Medicare Plans. To the
                                         extent any provision of this Medicare Advantage Addendum conflicts with any provision
                                         of the Agreement, the Medicare Advantage Addendum provision shall control with respect
                                         to Downstream Entity’s obligations or duty under this Medicare Advantage Addendum.
                                         This Addendum shall be governed by and construed in accordance with all Applicable Law.
                                         In the event of any conflict between the terms of this Addendum and Applicable Law, the
                                         Applicable Law shall control.



 


		b)	Entire
                                         Addendum. The Parties acknowledge and agree that this Medicare Advantage Addendum
                                         shall supersede any previous Addendum to the Agreement regarding the subject matter herein.
                                         Any provision required by Applicable Law to be included herein shall be deemed to be
                                         a part of this Medicare Addendum, even if not expressly stated,



 


		c)	Amendment
                                         Due to Change in Law or Medicare Plan Contractual Requirement. Any change to any
                                         provision(s) of this Addendum that is required by Applicable Law or CMS Contract shall
                                         be deemed to be part of this Addendum effective immediately without further action required
                                         to be taken by either party to amend this Addendum.



 


[Signatures
on Next Page]


 




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IN
WITNESS WHEREOF, the Parties have caused this Medicare Advantage Addendum to be executed and delivered as of the effective
date listed above by their respective duly authorized representatives.


 


	Augmedix,
    Inc.	 	Infosense
    Technologies Pvt, Ltd.
	 	 	 	 	 
	By:	/s/
    Ian Shakil	 	By:	/s/
    A P Hales
	Name: 	Ian
    Shakil	 	Name: 	A
    P Hales
	Title:	CEO
    & Co-Founder	 	Title:	CEO
	Date:	6/1/2017	 	Date:	5/7/2017


 




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Appendix
E


 


[Insert
list of Current Scribes – to be established as of July 1, 2020]


 




    	Scribe Service Provider SOW No. 2	Page 20 of 20



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	Provider
    ID	Provider	Account	Scribe
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