Q1 2013 Exhibit 10.1




Exhibit 10.1











 

MYMEDICALRECORDS/WHOLE FOODS MARKET



This MyMedicalRecords.com Employee Benefits Program Agreement (the "Agreement"),
effective March 15, 2013 (the "Effective Date"), is entered into by and between
MyMedicalRecords, Inc., a Delaware corporation with offices at 4401 Wilshire Blvd., Suite 200, Los Angeles,
California 90010 ("MMR") and Whole Foods Market, Medical and Wellness Centers Inc., a Texas
corporation with offices at 550 Bowie Street, Austin, TX 78703-4644 ("WFM"). MMR and WFM may be referred to in this
Agreement each as a "Party" and jointly as the "Parties."


This Agreement sets forth the terms of MMR's Employee Benefits Program offered to WFM, pursuant to
which MMR will offer WFM's Team Members that are patients of the Whole Foods Market Medical and Wellness Center facility
("MWC") [***]MMR Services offered through the MWC. For purposes of this Agreement, a Team Member is any individual
employed by WFM that is a patient of the MWC and is eligible for WFM benefits on or after the Effective Date. 



	Services.



	Definition. For purposes of this Agreement, MMR "Services" are those Services
described in Exhibit A attached hereto.


	Terms and Conditions of Use. Subject to payment of the applicable fees, MMR will offer Services
to WFM's Team Members pursuant to the terms of this Agreement, and under the end user Terms and Conditions of Use and the MMR
Privacy Policy, as both may be amended from time to time.


	Ownership of Services. This Agreement does not grant WFM any ownership rights in MMR's
Services, and grants to the WFM only the right to provide Services to its Team Members pursuant to the terms of this
Agreement.


	License To Patents: For the Term of this Agreement and any continuation thereof, WFM shall
have a license to MMR's patents specifically U.S. Patent Nos. 8,117,045; 8,117,646; 8,121,855; 8,301,466; 8,321,240; 8,121,855;
8,352,288 and any other patents to be issued pursuant to pending applications filed by MMR in the United States, and all divisions,
continuations, reissues and extensions thereof.  Such license is limited to the products and services that are the subject of this
Agreement and terminates upon the expiration or termination of this Agreement.


	Marketing Materials/Use of Marks.  MMR will provide to WFM marketing materials to market
Services to Team Members. WFM may or may not use (at WFM's discretion) MMR marketing materials, MMR marks and the MMR
name (including without limitation trademarks and service marks) to market to and inform its Team Members of the MMR Employee
Benefits Program.  


	Pricing and Payment for Services.



	Price: Subscriptions will be charged at a rate of $[***] per Team Member pursuant to Exhibit A.



	Forms Management: WFM shall pay a one-time fee of $[***] for the setup of Forms Management
software.  In addition, WFM shall pay a monthly fee of $[***] for the usage of Forms' Management software. 


	Custom Content: WFM shall pay a one-time fee of $[***] for the development of the Single Sign On
("SSO") bridge to Health Dialog and for hosting a series of PDF's to be provided by WFM. 




	

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	Voicemail and Dynamic Fax Broadcast Services. MMR will provide WFM, at no charge, any
combination of up to four (4) one minute Voicemail and/or single page Dynamic Fax Broadcasts.  Additional Voicemail or Dynamic Fax
Broadcasts will be charged at a per-recipient rate of $[***] per minute (for Voicemail) and $[***] per page (for Fax).  For clarification
purposes, the Voicemail and Dynamic Fax Broadcast Services is a separate service that allows WFM to send a Voicemail or Fax
Broadcast to all users in their system and is separate and apart from the standard voice and fax services included in the user
accounts.


	Billing and Payment. MMR will invoice WFM on a monthly basis for services covered under this
Agreement.  Payment is due within thirty (30) days from the date of invoice.  


	Continuation of Services.



	Continuation of Services. If this Agreement terminates, or if a Team Member departs WFM, the Team
Member may request that MMR continue providing services and MMR may do so at the lowest price generally available to consumers
in the retail marketplace.  Should the Team Member request their service to be continued after termination, MMR shall bill the Team
Member directly.  


	Activation of Continuing Services. To activate continuing services
pursuant to III.a. above, a Team Member or former Team Member must use a WFM's Continuing Services Promotional Code within
sixty (60) days prior to the end of their applicable subscription term and be responsible for payment for these services directly to
MMR.


	Term and Termination.



	Initial Term.  The initial term of this Agreement is [***], commencing on the Effective Date.
Notwithstanding, Team Members may begin activating subscriptions with WFM's Promotional Code at any time on and after the
Effective Date.


	Renewal Terms. In the event WFM wishes to terminate the
Agreement effective at the end of the then-current term, the Company must send written termination notice to MMR no later than ninety
(90) days prior to the end of the then-current term. Absent such notice, the Agreement will be renewed automatically for successive
[***]terms.  


	Liability/Indemnification



	LIMITATION OF LIABILITY.  In no event will either party or any of their officers, directors, employees,
stockholders, agents, or representatives be liable to the other party for any special, indirect, incidental, exemplary, or consequential
damages in any way relating to or arising from this Agreement, or resulting from the use or misuse of or inability to use the Services
even if such liability is based on contract, tort, negligence, strict liability, products liability, or otherwise.  The limitations of this Section
6.1 will apply notwithstanding any failure of essential purpose of any limited remedy.


	MAXIMUM LIABILITY.  EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL
EITHER PARTY'S LIABILITY FOR ANY DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE, EXCEED TWO (2) TIMES THE TOTAL FEES
RECEIVED BY MMR FROM WFM OVER ANY TWELVE MONTH PERIOD UNDER THE TERM OF THIS AGREEMENT.  


	WARRANTY DISCLAIMER.  OTHER THAN AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, MMR MAKES NO REPRESENTATIONS OR WARRANTIES TO PROVIDER WITH RESPECT TO SERVICES
INCLUDED IN THIS AGREEMENT AND ANY UPDATES, ENHANCEMENTS, NEW FEATURES, AND NEW VERSIONS THEREOF,
OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY.





	

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	INDEMNIFICATION. each Party (the "Indemnitor") agrees to indemnify the other Party
(the "Indemnitee") from and against, and shall provide a defense with respect to, (a) any claim asserted against the
Indemnitee by a third party in which it is alleged that the Indemnitor's intellectual property infringes upon the rights of any third parties
with respect to any copyright, patent, or trade secret, or (b) any negligent act or omission or willful misconduct by the Indemnitor, its
Representatives, or any Subcontractor engaged by Indemnitor in the performance of any obligations under this Agreement, or (c) any
breach in a representation, covenant, or obligation of the Indemnitor contained in this Agreement;  provided that (a) the Indemnitor is
immediately notified of any such claim; (b) the Indemnitor has full discretion and control of the defense or settlement of any such claim
provided that Indemnitor shall not have any right to stipulate or consent to the entry of an award or judgment against the Indemnitee
without the Indemnitee's express written consent, which shall be in the Indemnitee's sole and absolute discretion; and (c) the
Indemnitee provides full and complete cooperation in the defense and settlement of any such claim.



	Representations and Warranties.



	MMR Representations and Warranties. MMR represents and warrants to WFM that: (i) it owns and/or
licenses the technology to provide the Services, (ii) it will provide the Services under the end user Terms and Conditions of Use, and
(iii) it has adopted privacy policies consistent with the MMR Web site Privacy Policy.


	WFM Representations and Warranties.  WFM represents and warrants that it will provide to MMR
accurate records of Team Members for purposes of billing and collection and that it will make commercially reasonable efforts to ensure
that only its Team Members will have access to and use any WFM-specific Promotional Codes.


	Confidentiality/Non-Disclosure.



	The parties have signed a Non-Disclosure Agreement which is attached as Exhibit B and by this
reference is incorporated herein. 




	

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	Books and Records



	The Parties agree to cooperate with each other to exchange information necessary to implement this
Agreement. 


	Each Party shall maintain books and records, including but not limited to, payment records, notices,
accounting and administrative records, necessary for the proper administration of this Agreement, and for all regulatory purposes, and
shall retain all such records for at least five (5) years, or longer, if required by law.  


	The obligations set forth in this Article shall survive the termination of this Agreement for a period of four (4)
years.


	Notices



	All notices, requests, consents, demands and communications provided for by this Agreement shall be
in writing and shall be (a) personally delivered, (b) sent by first-class mail, postage fully prepaid, (c) sent by internationally recognized
courier, or (d) sent by facsimile, and confirmed by letter, addressed to the address of the Parties or to such changed address or telefax
number as the Parties may have advised in a written notice as provided in this Article.

As to Whole Foods Market: Betsy Foster, GVP of Business Development 

550 Bowie St., 

Austin, TX 78703 

 

 

As to MMR:Robert H. Lorsch, CEO

                                                MyMedicalRecords, Inc.

                          4401 Wilshire Blvd., Suite 200

Los Angeles, CA 90010

With a copy to:

Robert H. Lorsch / rhlorsch@mmrmail.com

Ingrid Safranek / isafranek@mmrmail.com




	General Terms and Conditions.



	Amendment/Modification. This Agreement may not be modified unless agreed in a writing signed
by the Parties.


	Waiver. No waiver by either Party of any requirement of this Agreement shall be construed as a
continuing waiver or consent to any subsequent breach.


	Entire Agreement. This Agreement sets forth the entire agreement and understanding between the
Parties relating to the subject matter herein and supersedes all prior discussions between the Parties.


	Severability. If one or more of the provisions in this Agreement are deemed void by law, then
remaining provisions continue in full force.




	

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	Force Majeure. No Party shall have any liability for any delay or failure to perform its obligations
(except payment obligations) hereunder to the extent such delay or failure is the result of any act or event that is beyond such Party's
reasonable control ("Force Majeure Event").  Force Majeure Events include, but are not limited to, acts of God, war,
lightning, fire, storm, flood, earthquake, terrorist acts, blockade, revolution, riot, insurrection, civil commotion, public demonstration,
strikes or industrial disturbances, sabotage and act of vandalism, interruption or degradation of any third party communications system
or the Internet, or any action of a governmental entity and similar events. If a Party experiences a Force Majeure Event, it shall promptly
provide written notice thereof to the other Parties and shall use all reasonable efforts to remove, avoid or mitigate the consequences of
such Force Majeure Event.

EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT , A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE
VIII:  (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS
BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY.


	Assignment.  Neither Party may assign this Agreement without the prior written consent of the
other Party, which consent shall not be unreasonably withheld. Either Party may assign its rights and/or delegate any and all of its
duties without the other Party's consent to an Affiliate and/or in connection with a merger or sale.


	Applicable Law/Jurisdiction. This agreement shall be governed in all respects by the laws of the
State of Delaware, U.S.A., without regard to that State's conflict of law rules. This Agreement is performable and enforceable under
Delaware law.  The parties agree and consent to the jurisdiction of the federal courts located in Central District of California  and
acknowledge that such courts shall constitute proper and convenient forums for the resolution of any actions between the parties hereto
with respect to the subject matter hereof, and agree that, in such case, these courts shall be the sole and exclusive forums for the
resolution of any actions between the parties with respect to the subject matter hereof.


	Acknowledgments. By signatures of their respective duly authorized representative below, each
Party consents to be bound by the terms of this Agreement.

 

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MyMedicalRecords, Inc.


Name: Robert H. Lorsch, CEO


Title: CEO


Signature: /s/ Robert H. Lorsch

Date: 2/26/2013

4401 Wilshire Blvd., Suite 200

Los Angeles, CA 90010


Tel: 310-476-7002

Fax: 206-374-6136
	
WHOLE FOODS MARKETS MEDICAL AND WELLNESS CENTERS, INC.



Name: Betsy Foster


Title: Vice President


Signature: /s/ Betsy Foster

Date: 2/26/2012


Tel: [***]_____________________


Fax: [***]_____________________








	

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EXHIBIT A

	
DESCRIPTION
	
COST

	
MyMedicalRecords Personal Health Record for Whole Food Team members. Includes:


	Toll-free lifeline number ("account number")
	Up to ten family members
	Integrated voice/fax messaging
	File Upload
	Drug reference tool
	Calendar reminders
	Bi-lingual site: English/Spanish
	Custom user guide for Whole Foods


	
$[***] per month per Team Member.


100,000+ Unit pricing used based on pilot minimum of [***]Team Members 


 

	
Customized Content Areas for Whole Foods


	Remove access to XPlain content
	Add one location to link to 80 (approximate number) PDF content documents

	Whole Foods to provide content in English and Spanish
	PDFs to be hosted on MMR site



	And one "single sign on" link to Health Dialog shared decision making videos

	Videos to be hosted on Health Dialog site
	User account number is passed to Health Dialog
	When user arrives on Health Dialog site, user does not need to log in
	User can select specific video they want from menu on Health Dialog site



	
$[***]- one-time development fee 

	
Forms Management 

6 patient forms or 2 packets available to Whole Foods team members after they log into their account



	Patient Intake Form - Medical
	Patient Registration Form - Business
	HIPPA Privacy Form - Business
	Authorization to Release Medical Forms - Business
	Diet and Lifestyle Assessment - Medical
	Consent to Treatment Form - Business





	Create fillable PDF forms
	Secure signature and confirmation - forms are treated as two packets - business form which requires one signature, and medical
packet which requires no signature
	eMail copy of form to patient
	Place form in patient PHR
	Capture field data for export



 
	
$[***] - one time development fee.

$[***] per month. 







	

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EXHIBIT B

NON-DISCLOSURE AGREEMENT








 

 

 

 

 

 







	

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