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Business Associate Agreement

This Business Associate Agreement ("BAA") is entered into between your practice ("Covered Entity") and Visional LLC, a limited liability company organized under the laws of the State of Illinois ("Business Associate"), effective as of the date of electronic execution below.

1. Definitions

Protected Health Information (PHI) means individually identifiable health information transmitted or maintained in any form or medium, as defined under 45 C.F.R. § 160.103.

Services means prior authorization management, including submission, tracking, appeal, and related administrative services for prior authorization requests on behalf of the Covered Entity.

2. Obligations of Business Associate

Visional LLC agrees to:

• Not use or disclose PHI other than as permitted by this BAA or required by law
• Use appropriate safeguards to prevent unauthorized use or disclosure of PHI
• Report to Covered Entity any use or disclosure of PHI not provided for by this BAA
• Ensure that any subcontractors who create, receive, maintain, or transmit PHI agree to the same restrictions
• Make PHI available for access, amendment, and accounting of disclosures as required by HIPAA
• Return or destroy all PHI upon termination of the Services agreement
• Implement and maintain appropriate administrative, physical, and technical safeguards as required by the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C)

3. Permitted Uses and Disclosures

Business Associate may use or disclose PHI only as necessary to perform the Services described herein, or as required by law. Business Associate may use PHI for its proper management and administration and to fulfill legal responsibilities, provided that disclosures are required by law or Business Associate obtains reasonable assurances that the information will be held confidentially.

4. Obligations of Covered Entity

Covered Entity agrees to:

• Notify Business Associate of any limitation in its notice of privacy practices
• Not request Business Associate to use or disclose PHI in any manner that would violate HIPAA
• Obtain any consent or authorization necessary for Business Associate to perform the Services

5. Term and Termination

This BAA is effective upon electronic execution and remains in effect for the duration of the Services agreement. Either party may terminate this BAA with 30 days written notice. Upon termination, Business Associate shall return or destroy all PHI within 30 days.

6. Breach Notification

Business Associate shall notify Covered Entity without unreasonable delay, and in no case later than 60 calendar days after discovery, of any breach of unsecured PHI, as defined under 45 C.F.R. § 164.402.

7. Indemnification

Each party shall indemnify and hold harmless the other party from claims, losses, damages, and expenses (including reasonable attorneys' fees) arising from that party's breach of this BAA or violation of applicable law.

8. Miscellaneous

This BAA constitutes the entire agreement between the parties with respect to the subject matter hereof. This BAA shall be governed by the laws of the State of Illinois. Any amendment must be in writing and signed by both parties.

This agreement incorporates and is subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), and all applicable regulations promulgated thereunder.

Master Service Agreement — 14-Day Pilot

This Master Service Agreement ("Agreement") is entered into between your practice ("Client") and Visional LLC ("Visional"), effective as of the date of electronic execution.

1. Services

Visional agrees to provide prior authorization management services, including:

• Clinical review of PA cases by a licensed PA with dermatology expertise
• Electronic submission to payers via CoverMyMeds, FHIR API, or payer portals
• Status tracking and real-time updates via the Visional client portal
• Denial management and appeal support, including peer-to-peer scheduling
• Access to the Visional Chrome extension for EMR-integrated PA submission

2. Pilot Period

The initial term of this Agreement is fourteen (14) days from the effective date ("Pilot Period"). During the Pilot Period, Client may cancel this Agreement at any time with no financial obligation. If Client does not cancel before the end of the Pilot Period, this Agreement shall automatically convert to a month-to-month agreement on the pricing terms set forth in Section 3.

3. Pilot Period — No Charge

The 14-day Pilot Period is provided at no charge to Client. Visional will process all PA cases submitted during the Pilot Period without any fee obligation. There are no setup fees, no per-case fees, and no charges of any kind during the Pilot Period.

If Client chooses to continue after the Pilot Period, Visional will provide a custom pricing proposal based on the practice's volume and needs prior to the end of the Pilot Period. No charges will be incurred without Client's explicit written acceptance of a separate pricing agreement.

4. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information of the other party. "Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to patient data, business strategies, pricing, technical systems, and proprietary workflows.

Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law or as necessary to perform the Services. This obligation survives termination of the Agreement for a period of three (3) years.

Visional's obligations with respect to Protected Health Information are governed by the Business Associate Agreement executed concurrently herewith.

5. Intellectual Property

Visional retains all right, title, and interest in its software, workflows, templates, and proprietary systems. Client retains all right, title, and interest in its patient data and clinical records. No license to either party's intellectual property is granted except as expressly needed to perform the Services.

6. Representations and Warranties

Each party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) it will comply with all applicable laws and regulations; and (c) it will not use the Services for any unlawful purpose.

7. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, special, or consequential damages. Visional's total liability for any claims arising under this Agreement shall not exceed the total fees paid by Client in the three (3) months preceding the claim.

8. Termination

After the Pilot Period, either party may terminate this Agreement with thirty (30) days written notice. Visional may terminate immediately upon Client's material breach. Upon termination, Client shall pay all outstanding invoices for Services rendered.

9. Dispute Resolution

Any dispute arising under this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved, disputes shall be submitted to binding arbitration in Chicago, Illinois, under the rules of the American Arbitration Association.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws provisions.

11. Entire Agreement

This Agreement, together with the Business Associate Agreement, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, representations, and understandings.