This Non-Compete and Confidentiality Agreement (this “Agreement”) is by and between ALINA HEALTH, LLC, a Texas limited liability company doing business as T-Psychiatry (the “Company”) and #field(2735) , an individual, whose address is (“Contractor”).

Contractor is an independent contractor with Company and, as a result of the services provided by Contractor with the Company, the Company shall make the Contractor privy to certain valuable Confidential Information (as defined herein); and

The Parties desire to enter into an Agreement concerning the use and protection of the Confidential Information.

The Parties agree as follows:

1. Confidential Information. The Contractor does hereby recognize and acknowledge that in connection with Contractor’s association with the Company, the Company has provided and will provide the Contractor portions of its Confidential Information. “Confidential Information” means past, present, or future information, or a compilation of information given either in the past, present or will be given in the future, in any form (tangible or intangible), disclosed in written or oral form, directly or indirectly, related to the Company’s business that has not appropriately been made public and that is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use. Information that may qualify as Confidential Information includes by way of example, but not limitation: trade secrets, inventions or improvements, patents, intellectual property and programs, products, business, finances, research, software, patents, analyses, work papers, designs, drawings, models, comparisons, specifications, documentation, programs, specialized business techniques, account lists, patient/client lists, employee lists, procedural manuals, training manuals, or testing procedures. The Contractor recognizes and acknowledges that the Confidential Information belonging to the Company was acquired only after considerable expense, time and energy by the Company and that such information is unique and constitutes valuable business secrets and special assets of the Company. The Parties agree that Confidential Information shall not be deemed to include: information which is already known to the Contractor before the receipt of Confidential Information, is or becomes publicly known through no wrongful act of the Contractor, is approved for release by the prior written authorization of the Company, or is rightfully disclosed in response to an order of a court or as otherwise required by law.

2. Nondisclosure of Confidential Information. Contractor shall take all reasonable precautions, and in any event not less than those precautions used to protect its own Confidential information, to keep the Confidential Information in the strictest confidence and protect it from disclosure. The Contractor will not, while engaged as a Contractor and during the Restricted Period, use or disclose any such Confidential Information or any part thereof, to any person, firm, corporation or other entity for any reason or purpose whatsoever, other than in the authorized performance of Contractor’s duties for the Company. For trade secrets, the Contractor will not, use or disclose any such trade secrets to any person, firm, corporation or other entity, for any reason or purpose whatsoever, other than in the authorized performance of Contractor’s duties for the Company, during the duration of the contract and for so long thereafter as such information continues to qualify as trade secret. Contractor agrees to keep any and all Confidential Information furnished by the Company confidential and not to disclose any of the Confidential Information, without the prior written consent of the Company, as the case may be. Upon request by the Company or at termination, Contractor shall promptly, at its option, destroy all Confidential Information or return all Confidential Information to the Company, including without limitation, all copies, extracts, or other reproductions of such Confidential Information.

3. Non-Compete and Non-Circumvention. During the Contractor’s performance of services to the Company, and for a period of five years immediately following termination of any services provided to Company by the Contractor (the “Restricted Period”), Contractor shall not, directly or indirectly, as owner, manager, contractor, consultant, or employee, (i) conduct business or perform services that competes with the Company; or (ii) provide services to a business that competes with the Company. Nor will the Contractor, or any company or organization of which the Contractor is a shareholder, member, partner, consultant, or in which the Contractor has any direct or indirect interest, seek to induce, any such client or customer to terminate, reduce, alter, or divert business from the Company. Contractor agrees not to circumvent, avoid, and/or bypass Company directly or indirectly in connection with any of the Confidential Information. Specifically, Contractor agrees not to become involved with, contract, or participate in the ownership, operation, engagement, or investment with a third party, current client of Company, or former client of the Company. During the Restricted Period, the Contractor further agrees not to perform or provide any services which are the same or similar in kind or function to the services provided by the Contractor to any individual or business which is engaged in the marketing of products or services that are similar in kind or function to those provided by the Company such that they displace the products and services provided by the Company. The non-competition and noncircumvention covenants contained herein shall be continuing in nature, and shall be binding on the Contractor and shall inure to the benefit of the Company, the members of the Company, and their respective heirs, administrators, personal representatives, legal representatives, successors, and assigns.

4. Non-Solicitation of Employees. The Contractor, during the period commencing on Contractor’s performance of services to the Company and continuing during the Restricted Period, shall not recruit, hire, or cause to be recruited or hired, for the Contractor’s own benefit, or for the benefit of any entity or person other than the Company, any employee of the Company. Contractor shall not request or attempt to induce any employees of Company to cease employment with Company or to become employed by any entity or person other than Company. The Contractor agrees not to recruit, hire, or otherwise solicit or induce, any person who has left the employ of the Company or ceased providing services for the Company during the preceding 12 months.

5. Non-Solicitation of Clients or Customers. The Contractor, during the Restricted Period, in any way, either directly or indirectly, for the Contractor or on behalf of or in conjunction with any other person partnership, firm or corporation, actively solicit for employment, seek to hire, or hire for any services, any person or company who is a client or customer of the Company. Contractor will not engage in any personal relationship with any customers or clients of the Company that is in any way competitive with the business of the Company, except with the Company’s prior written consent. The Contractor agrees that the Contractor shall not accept business from a client or customer of the Company, interfere with the business relationships between the Company and a client or customer of the Company, or divert or attempt to divert any business from the Company.

6. Relationship of the Parties. Parties agree that the Parties do not have an EmployeeEmployer relationship, and this Agreement should not be construed as creating one.

7. Miscellaneous. It is agreed that both parties negotiated at arm’s length and have adequate opportunity to have this Agreement reviewed by their legal counsel, and therefore, the presumption that any vagueness or ambiguities are construed against the drafter does not apply.

8. Reasonable Restrictions. Contractor agrees and acknowledges that the scope of prohibited activities and time duration are a reasonable time and no broader than necessary to protect the legitimate business interests of the Company and further acknowledges that violation of these covenants would cause substantial and irreparable harm to the Company.

9. Breach. In the event that Contractor shall violate any provision of this Agreement as to which there is a specific time period during which the Contractor is prohibited from taking certain actions or from engaging in certain activities, then such violations shall toll the running of such time period from the date of such violation until such violation shall cease. Contractor agrees that any breach of this Agreement will result in irreparable harm to Company for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Members of the Company are third-party beneficiaries of this Agreement, and that if the Contractor violates this Agreement, the Company and any of the Company’s members may enforce this Agreement.

10. Injunction. Contractor acknowledges that irreparable damage will result to the Company in the event of a breach of any term in this Agreement by Contractor and the Contractor agrees that in the event of such breach or threatened breach, the Company shall be entitled, in addition to any and all other legal or equitable remedies and damages, to an injunction to restrain the violation thereof of the Contractor, and all other persons acting for or with the Contractor.

11. Remedy. Contractor agrees to reimburse Company for any costs, expenses, including legal expenses, Company may incur in connection with the enforcement of this Agreement. Company shall be entitled to equitable relief, including injunctive relief, specific performance or other appropriate equitable remedies in the event of such breach.

12. Non-waiver. The failure of Company to enforce any provisions of this Agreement with Contractor shall not be deemed a waiver or limitation of its right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13. Enforcement and Severability. The provisions of this Agreement shall be severable if any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void, or otherwise enforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

14. Jurisdiction. This Agreement shall be construed by the laws of the State of Texas without regard to conflict of laws principles, and all obligations created under this Agreement are performable in Harris County, Texas.

15. Assignability. It is understood and agreed that this Agreement is personal in nature and may not be assigned by the Contractor. It may, however, be assigned by the Company to any Company division, affiliate, successor, and Contractor agrees to such assignment and further agrees that no further action is required by Contractor to effectuate such assignment.

16. Complete Agreement. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument.

Executed as of the #server_date_custom(jS) day of #server_date_custom(M), #server_date_custom(Y).