Clinician agreement.

Independent Contractor Preceptor and Platform Services Agreement

PASS Program Clinicals LLC d/b/a MedMatchers

This Independent Contractor Preceptor and Platform Services Agreement (Agreement) is entered into as of the Effective Date by PASS Program Clinicals LLC, a Texas limited liability company doing business as MedMatchers (MedMatchers), and the undersigned preceptor or preceptor entity (Preceptor). MedMatchers and Preceptor are each a Party and together the Parties.

This Agreement governs Preceptor's use of the MedMatchers platform to offer independently designed and supervised clinical rotations to eligible healthcare students and graduates. MedMatchers provides marketplace, administrative, marketing, payment, and placement support. Preceptor remains solely responsible for the clinical site, supervision, educational activities, professional judgment, and compliance required for each accepted rotation.

Definitions

1.1 Booking means a confirmed Clinical Rotation request for specified dates, location, scope, price, and other terms.

1.2 Clinical Rotation means a time-limited observership, clinical experience, practicum, preceptorship, or similar supervised learning opportunity offered by Preceptor and accepted through the Platform.

1.3 Clinical Site means the hospital, clinic, office, practice, facility, or other organization where a Clinical Rotation occurs.

1.4 Effective Date means the date on which Preceptor accepts this Agreement electronically, as recorded by the Platform. The Platform records, for each acceptance, the accepting account, the version of this Agreement accepted, the name typed by Preceptor as an electronic signature, and the date and time of acceptance.

1.5 Gross Rotation Fee means the price established by Preceptor and accepted by the Student for a Clinical Rotation, excluding separately stated sales, use, or similar taxes, refunded amounts, reversed payments, and chargebacks.

1.6 Platform means the MedMatchers website, applications, databases, communication tools, payment functions, and related services.

1.7 Student means a healthcare student, trainee, or graduate who requests or books a Clinical Rotation through the Platform.

Platform Relationship

MedMatchers operates a marketplace that connects independent preceptors and clinical sites with Students. MedMatchers is not a medical school, university, accreditation body, healthcare provider, employer, staffing agency, or clinical supervisor. MedMatchers does not practice medicine, provide patient care, award academic credit, guarantee licensure eligibility, or control Preceptor's professional or educational judgment.

Each accepted Booking creates a direct clinical-rotation relationship between Preceptor and the Student, subject to this Agreement, the applicable listing, and any separate documents required by the Student's educational institution or clinical site. MedMatchers is not a party to patient care and does not assume Preceptor's duties to the Student, patients, a school, or a clinical facility.

Independent Contractor Status

3.1 Preceptor is an independent contractor and is not an employee, agent, partner, joint venturer, franchisee, or legal representative of MedMatchers. Nothing in this Agreement creates an employment relationship or gives either Party authority to bind the other.

3.2 Preceptor controls whether to use the Platform, which rotation requests to accept, the dates and hours offered, the location, the number of Students accepted, the rotation format, the educational methods, and the manner in which Preceptor performs professional and supervisory duties. Patient-care decisions and clinical supervision remain under Preceptor's exclusive professional control, subject to applicable law and site requirements.

3.3 Preceptor sets the price for each Clinical Rotation under section 5.1. MedMatchers does not set, cap, or require any particular Gross Rotation Fee. The platform fee in section 6.1 is a fee for MedMatchers' own services and is not a wage, salary, commission, or other compensation paid by MedMatchers to Preceptor.

3.4 Preceptor may provide services to other persons and may use competing marketplaces. MedMatchers does not require exclusivity, minimum availability, a minimum number of rotations, or acceptance of any particular Student. Preceptor supplies the facilities, personnel, licenses, equipment, insurance, and other resources required to conduct a Clinical Rotation and bears the related expenses.

3.5 MedMatchers verifies Preceptor's licensure, credentials and eligibility, and screens the exclusion lists named in section 4.3, solely to comply with the requirements imposed on MedMatchers by applicable law, by its insurers, and by the Clinical Sites and educational institutions whose students use the Platform. Those functions are performed for that purpose and for no other.

3.6 Separately from section 3.5, MedMatchers administers the marketplace: it collects payment as Preceptor's limited payment-collection agent, administers refunds under the applicable policy, maintains records of booking-related communications, and may suspend or remove a listing or restrict Platform access under this Agreement. These are terms of access to a marketplace and conditions of MedMatchers' own service. They do not direct, and are not intended to direct, the manner or means by which Preceptor performs professional or educational services, which remain under Preceptor's exclusive control under sections 3.2 and 8.

3.7 Preceptor is not eligible for wages, overtime, paid leave, unemployment benefits, workers' compensation benefits, retirement benefits, health insurance, or any other employee benefit from MedMatchers. The Parties acknowledge that actual conduct, not the title of this Agreement alone, determines legal classification.

Preceptor Eligibility and Continuing Qualifications

4.1 Preceptor represents that all information supplied to MedMatchers is complete and accurate and that Preceptor holds each current, unrestricted license, certification, registration, privilege, approval, and institutional authorization required to offer the listed Clinical Rotation. This representation includes every approval, certificate of approval, registration or declared exemption required to offer the Clinical Rotation under the law of the state in which it is conducted, including, for Clinical Rotations conducted in Texas, Chapter 132 of the Texas Education Code (career schools and colleges). Preceptor will provide evidence of any such approval or exemption on request.

4.2 Preceptor must maintain professional liability insurance covering the activities contemplated by this Agreement in an amount not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, together with any general liability, workers' compensation, cyber, or other coverage required by law, contract, the clinical site, or the Student's institution. Before Preceptor's first listing is published, and on renewal or on request afterwards, Preceptor must provide a certificate of insurance evidencing that coverage and its expiry date. Preceptor must notify MedMatchers before any lapse, cancellation, or material reduction in coverage. MedMatchers may suspend or remove a listing while required coverage is not evidenced or has lapsed.

4.3 Preceptor represents that Preceptor and, where applicable, Preceptor's entity and personnel involved in a Clinical Rotation are not currently excluded, suspended, debarred, or otherwise ineligible to participate in any federal or state healthcare program, and are not listed on the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities or the System for Award Management exclusions list. Preceptor will notify MedMatchers within five (5) business days of becoming aware of any event that would make this representation untrue.

4.4 Preceptor must promptly notify MedMatchers of any license restriction, investigation, exclusion, suspension, loss of privileges, lapse in required insurance, criminal charge materially related to the rotation, patient-safety concern, loss or denial of an approval or exemption referred to in section 4.1, or other event that could affect Preceptor's eligibility.

4.5 Preceptor authorizes MedMatchers, at onboarding and periodically during the term, to verify the information Preceptor provides and Preceptor's continuing eligibility, including by querying licensing boards and primary sources, querying the National Plan and Provider Enumeration System, and screening the exclusion lists named in section 4.3. Preceptor will provide reasonable cooperation and any authorization a third party requires to release that information.

4.6 MedMatchers may verify credentials and may suspend a listing while reviewing safety, compliance, identity, payment, or credentialing concerns. Verification by MedMatchers does not transfer Preceptor's professional obligations to MedMatchers and is not a representation to any Student, school, or Clinical Site about Preceptor's competence or fitness.

Listings and Preceptor Controlled Rates

5.1 Preceptor independently establishes the price charged for each Clinical Rotation. Preceptor may set a flat price for a complete rotation or calculate the price by hour, day, week, month, or another unit clearly disclosed in the listing and accepted by MedMatchers.

5.2 Preceptor may change future pricing and availability through the Platform. A change does not alter a Booking already accepted unless Preceptor, the Student, and MedMatchers agree in writing through the Platform.

5.3 Each listing must accurately state the specialty, location, delivery format, anticipated schedule or time commitment, prerequisites, scope of permitted participation, included services, evaluation availability, site restrictions, and cancellation terms. Where the Platform provides a field for one of these items, completing that field accurately and keeping it current satisfies this section for that item. Preceptor may not advertise academic credit, licensure credit, guaranteed evaluations, recommendation letters, employment, residency placement, or outcomes unless Preceptor has written authority to provide that specific representation.

5.4 Preceptor may accept or decline each request without penalty unless a specific Platform promotion or written addendum states otherwise. Once a Booking is accepted, Preceptor must provide the Clinical Rotation as listed or comply with the applicable cancellation and refund obligations.

Platform Fee and Payment

6.1 MedMatchers will retain a platform fee equal to fifteen percent (15%) of the Gross Rotation Fee for each Booking. The remaining eighty-five percent (85%) is payable to Preceptor in accordance with this section.

6.2 The 15% platform fee compensates MedMatchers for ordinary Platform services, including technology hosting, platform access and maintenance, Student lead acquisition, marketing, listing distribution, booking administration, communications support, payment administration, and related marketplace operations. No part of the platform fee is paid for the referral of patients, for the ordering or arranging of any item or service reimbursable by a federal or state healthcare program, or for any patient-care service. The Parties intend that this Agreement and the fee comply with applicable anti-kickback, patient-brokering, and professional fee-splitting requirements, and will negotiate in good faith to amend any provision that a Party reasonably determines, on advice of counsel, does not.

6.3 MedMatchers separately charges each Student a Student Service Fee for services MedMatchers provides to Students. That fee is charged in addition to the Gross Rotation Fee, is retained by MedMatchers, and does not reduce the amount payable to Preceptor under section 6.1.

6.4 Marking a Booking finished, and when Preceptor's share is earned. Preceptor marks a Booking finished on the Platform when the Clinical Rotation has concluded. Marking a Booking finished is Preceptor's statement that the Clinical Rotation concluded and that the Student attended it through the last day Preceptor records. MedMatchers notifies the Student when a Booking is marked finished, and the Student may report to MedMatchers within seven (7) days that the record is wrong. MedMatchers may withhold payment under section 13.2 while it reviews such a report.

Preceptor's 85% share is earned when both of the following have occurred: (a) the Booking has been marked finished on the Platform, and (b) MedMatchers has approved the Booking for payment. Marking a Booking finished records that the Clinical Rotation has concluded; it does not by itself earn the share. MedMatchers will review a finished Booking for payment promptly, and approval will not be unreasonably withheld, conditioned, or delayed; MedMatchers may withhold approval only where section 13.2 applies or where the Gross Rotation Fee has not been collected or has been reversed.

Partial attendance. Where a Student begins but does not complete a Clinical Rotation, Preceptor's share is eighty-five percent (85%) of the Gross Rotation Fee multiplied by the number of scheduled rotation days that elapsed through the Student's last day of attendance, divided by the total number of scheduled rotation days in the Booking. MedMatchers determines the last day of attendance from the record on the Platform and from what Preceptor and the Student report, and will make the last day used and the resulting calculation visible to Preceptor through the Platform before payment is issued. Any balance is handled under the applicable cancellation and refund policy.

6.5 Payout timing. MedMatchers pays on a weekly cycle. Where a Booking is approved for payment under section 6.4 on or before a Thursday, MedMatchers will issue payment on the following Friday. A Booking approved after a Thursday is paid on the next weekly cycle. Payment is made to the payout method Preceptor has provided and is subject to sections 6.7, 6.8 and 13. MedMatchers will make the payout schedule and the status of each payout available to Preceptor through the Platform.

6.6 MedMatchers may collect the Gross Rotation Fee from the Student as Preceptor's limited payment-collection agent. Receipt by MedMatchers satisfies the Student's payment obligation to Preceptor only to the extent of funds successfully collected and not later reversed.

6.7 MedMatchers may deduct from amounts otherwise payable to Preceptor any refund, chargeback, payment reversal, fraud loss, tax withholding required by law, or other amount that Preceptor owes under this Agreement. If deductions exceed the available balance, Preceptor must pay the shortfall within fifteen (15) days after written notice. An unpaid shortfall accrues interest from the date of notice at the lesser of 10% per annum and the maximum rate permitted by Texas law, and Preceptor is responsible for reasonable costs of collection.

6.8 Preceptor must provide a completed Form W-9 and accurate payout information before receiving payment. MedMatchers will not withhold payroll taxes. Preceptor is responsible for all federal, state, and local income, self-employment, franchise, business, and other taxes arising from amounts paid to Preceptor. MedMatchers may issue Form 1099 or other required tax reporting.

6.9 Unless the Platform expressly states otherwise, the 15% platform fee does not include refunds, chargebacks, penalties caused by Preceptor, Preceptor's taxes, insurance, credentialing expenses, site expenses, or costs of providing the Clinical Rotation.

Cancellations Refunds and Rotation Changes

7.1 The cancellation and refund policy displayed for a Clinical Rotation when the Student books it will govern that Booking. If no listing-specific policy is displayed, the then-current MedMatchers default policy published on the Platform and disclosed to the Student at checkout will apply. Preceptor authorizes MedMatchers to administer refunds and booking credits in accordance with the applicable policy, payment-network rules, and law. The policy in effect when the Student booked governs that Booking.

7.2 Preceptor must notify MedMatchers promptly if Preceptor cannot provide an accepted Clinical Rotation. MedMatchers may assist the Student in finding an alternative, but MedMatchers does not guarantee a replacement in the same specialty, location, schedule, or format. If Preceptor cancels, materially shortens, or fails to provide the Clinical Rotation, MedMatchers may refund the affected amount and offset it against Preceptor's current or future payouts.

7.3 Preceptor may remove a Student immediately when reasonably necessary to protect patients, comply with law or site policy, address loss of eligibility, or respond to serious misconduct. Preceptor must document the basis and notify MedMatchers promptly. Removal does not automatically determine whether a refund is due.

Clinical Supervision and Student Scope

8.1 Preceptor designs and supervises the Clinical Rotation and determines permitted activities according to the Student's status, demonstrated competence, applicable law, institutional agreements, payer rules, patient consent, and site policy.

8.2 Preceptor must not allow a Student to engage in the unlicensed practice of medicine or another regulated profession. Preceptor must ensure that the Student accurately identifies their trainee status and does not independently diagnose, prescribe, order treatment, perform unauthorized procedures, or represent themselves as a licensed professional.

8.3 Preceptor remains responsible for patient care and must provide the level of supervision required by law and site policy. MedMatchers does not supervise Students, determine clinical competence, establish a standard of care, or review patient-care decisions.

8.4 Preceptor will obtain patient consent when required and will comply with any affiliation agreement, school requirement, or facility approval applicable to the rotation. Preceptor may not rely on a Platform Booking as evidence that institutional approval or academic credit has been granted.

8.5 Where a Student is under the age of 18, Preceptor is responsible for confirming that the Clinical Site permits the participation of a minor and for applying any additional supervision, chaperoning, or restriction the Clinical Site or applicable law requires. Preceptor may decline such a Booking without penalty.

Privacy Security and Confidentiality

9.1 Preceptor must comply with HIPAA and all other applicable privacy, security, and confidentiality laws and site policies. Preceptor is responsible for appropriate Student privacy training, access controls, minimum-necessary practices, device security, record access, and response to suspected incidents.

9.2 Preceptor and Students must not upload, transmit, or disclose protected health information or identifiable patient information through the Platform unless MedMatchers has expressly authorized a compliant workflow in writing. A marketplace relationship alone does not make MedMatchers responsible for Preceptor's HIPAA compliance or create a business associate relationship.

9.3 Each Party will protect the other Party's nonpublic business, pricing, security, technical, and personal information and will use it only to perform under this Agreement. This duty does not apply to information that is public through no breach, independently developed, rightfully obtained without restriction, or required to be disclosed by law.

Student Information and Communications

10.1 MedMatchers may provide application materials, identity information, educational history, requested dates, and other information submitted by a Student. Preceptor must independently determine whether the Student satisfies all legal, educational, health, immigration, credentialing, and site requirements. MedMatchers does not warrant the completeness of third-party information.

10.2 Preceptor must keep a record of booking-related communications and material changes, and must provide that record to MedMatchers on reasonable request. Preceptor may keep that record by any means Preceptor chooses; the Platform's messaging is offered as one convenient way to do so and is not required. Preceptor may communicate directly with an accepted Student as needed to administer the rotation, but may use Student information only for the accepted rotation and related lawful purposes.

10.3 Messages sent through the Platform are stored and may be read by MedMatchers. MedMatchers retains messages and other Booking-related communications and may review them to administer a Booking, provide support, investigate a complaint or suspected breach of this Agreement, and comply with law. Preceptor should not use Platform messaging for anything Preceptor would not want MedMatchers to read, and must never use it for patient information.

Platform Integrity and Introduced Students

11.1 Preceptor will not avoid the platform fee by moving a Booking, renewal, extension, or substantially similar Clinical Rotation off the Platform after MedMatchers introduces the Student or generates the lead. For twelve (12) months after the later of the introduction and the completion of the Student's most recent Platform Booking with Preceptor, Clinical Rotations arranged between Preceptor and that Student must be processed through MedMatchers unless MedMatchers gives written consent.

11.2 This section does not apply when Preceptor documents that a bona fide relationship with the Student existed before the MedMatchers introduction. The restriction applies only to introduced Students and does not prevent Preceptor from marketing services generally or working through other platforms.

11.3 The restriction in section 11.1 is limited by reference to identified Students rather than by geography, and applies wherever those Students and Preceptor are located, because the interest it protects is MedMatchers' investment in introducing those particular Students and not the exclusion of Preceptor from any market or area. Nothing in section 11.1 restricts Preceptor's practice of medicine, nursing, or any other profession, restricts where or for whom Preceptor may practise, or restricts Preceptor's provision of clinical services to any patient.

11.4 If a court or arbitrator finds section 11.1 to be unenforceable as written, the Parties intend that it be reformed to the extent necessary to make it enforceable, as provided by Tex. Bus. & Com. Code section 15.51(c), and enforced as reformed.

11.5 Preceptor may not scrape, harvest, systematically download, or use automated means to extract data from the Platform, may not circumvent or attempt to circumvent any access control, and may not use Platform data to build or supply a competing dataset or service.

Professional Conduct and Compliance

12.1 Preceptor will maintain a safe, lawful, nondiscriminatory, and professional learning environment. Preceptor will comply with applicable healthcare, education, employment, immigration, accessibility, anti-harassment, privacy, and facility requirements. Preceptor may not request free labor or assign duties that are unlawful, unsafe, materially unrelated to the listing, or inconsistent with the Student's authorized status.

12.2 Preceptor may not make false or misleading statements about credentials, facilities, affiliations, rotation content, academic recognition, recommendation letters, residency prospects, or Student outcomes.

Records Reviews and Cooperation

13.1 Preceptor will maintain records reasonably sufficient to confirm accepted dates, attendance, material schedule changes, completion, Student removal, and payment or refund issues. Preceptor will cooperate in good faith with reasonable safety, credentialing, payment, and complaint reviews while protecting patient confidentiality.

13.2 MedMatchers may remove or suspend listings, withhold disputed payouts, or restrict Platform access while investigating a credible safety, fraud, licensing, payment, or legal concern. Any undisputed amount will be handled according to the ordinary payout schedule.

Intellectual Property and Publicity

14.1 Each Party retains its preexisting intellectual property. Preceptor grants MedMatchers a nonexclusive, worldwide, royalty-free license during the term to display, format, reproduce, and distribute Preceptor's submitted name, professional biography, credentials, trademarks, photographs, listing content, and availability solely to operate and market the Platform and Preceptor's rotations.

14.2 Preceptor represents that submitted content is accurate and that Preceptor has the right to use it. Preceptor may not use MedMatchers or PASS Program Clinicals names, logos, or trademarks except as authorized in writing.

Student Reviews

15.1 Preceptor acknowledges that after a Booking is marked finished the Student may leave a public rating and written review of the Clinical Rotation, and that the rating and review, together with the name on the Student's account, are displayed on Preceptor's listing, in search results, and on Preceptor's public page on the Platform.

15.2 Reviews are the Student's own statements. MedMatchers does not adopt, endorse, or verify them, and does not edit their substance.

15.3 Preceptor may ask MedMatchers to review a rating or review that Preceptor believes breaches the Student Terms, by submitting a request through the Platform identifying the review and the reason. MedMatchers will consider the request in good faith and may remove a review that breaches the Student Terms or that is attached to a Booking that is reversed, refunded, or found not to have taken place. MedMatchers is not obliged to remove a review merely because Preceptor disagrees with it.

15.4 Preceptor may not offer any payment, discount, or other benefit in exchange for a review or for the removal or alteration of a review, may not condition an evaluation, recommendation, or completion of a Clinical Rotation on the content of a review, and may not retaliate against a Student for leaving one. A breach of this section is a material breach of this Agreement.

Representations and Disclaimers

16.1 Each Party represents that it has authority to enter into this Agreement. Preceptor additionally represents that offering and conducting each Clinical Rotation will not violate another agreement, institutional policy, professional duty, or law.

16.2 THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDMATCHERS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR THAT A STUDENT, BOOKING, PAYMENT, ACADEMIC CREDIT, EVALUATION, RECOMMENDATION, OR PROFESSIONAL OUTCOME IS GUARANTEED.

Indemnification

17.1 Preceptor will defend, indemnify, and hold harmless PASS Program Clinicals LLC, MedMatchers, and their owners, officers, employees, agents, and affiliates from third-party claims, losses, liabilities, judgments, penalties, damages, and reasonable legal fees arising from Preceptor's or Preceptor personnel's clinical services, supervision, acts or omissions, breach of this Agreement, violation of law, infringement, patient injury, privacy or security incident, inaccurate listing, or dispute with a Student or clinical site, except to the extent caused by MedMatchers' own negligence of any degree, gross negligence, or willful misconduct. Preceptor is not required to indemnify MedMatchers against any claim to the extent it is caused by MedMatchers' own negligence.

17.2 MedMatchers will defend, indemnify, and hold Preceptor harmless from third-party claims arising directly from MedMatchers' gross negligence, willful misconduct, or infringement by Platform technology owned by MedMatchers, subject to the liability limits below. The indemnified Party must provide prompt notice and reasonable cooperation.

Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOST EDUCATIONAL OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

18.2 MEDMATCHERS' TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM FEES RETAINED BY MEDMATCHERS FROM PRECEPTOR'S BOOKINGS DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) $1,000. THIS LIMIT DOES NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED, OR TO AMOUNTS PROPERLY EARNED AND PAYABLE TO PRECEPTOR UNDER SECTION 6.

Term Suspension and Termination

19.1 This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate it on thirty (30) days' written notice. Either Party may terminate immediately for a material breach that cannot be cured, and MedMatchers may suspend or terminate immediately for patient-safety risk, fraud, loss of credentials or insurance, unlawful activity, misuse of Student information, platform circumvention, or conduct that could materially harm Students, patients, clinical sites, or MedMatchers.

19.2 Termination does not cancel accepted Clinical Rotations unless MedMatchers or Preceptor determines that cancellation is necessary for safety, compliance, or another material reason. Amounts earned under section 6.4 before termination remain payable on the ordinary schedule, subject to section 6.7.

19.3 Accrued payment, refund, tax, confidentiality, platform-integrity, intellectual-property, published reviews, indemnification, liability, dispute-resolution, and general provisions survive termination as applicable.

Dispute Resolution and Governing Law

20.1 Texas law governs this Agreement without regard to conflict-of-law rules. Before filing a formal claim, the Parties will give written notice describing the dispute and will attempt in good faith to resolve it for at least thirty (30) days.

20.2 This Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. section 1 et seq., governs the interpretation and enforcement of this section 20. The choice of Texas law in section 20.1 applies to the substantive law governing a dispute and does not displace the Federal Arbitration Act.

20.3 Any unresolved dispute arising from this Agreement will be resolved by binding arbitration before one arbitrator administered by the American Arbitration Association under its applicable commercial rules. The arbitration will take place in Harris County, Texas, unless the Parties agree to remote proceedings or another location. EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A JURY TRIAL. Either Party may seek temporary injunctive relief in a court of competent jurisdiction to protect confidential information, intellectual property, patient safety, or platform integrity pending arbitration.

20.4 Claims must be brought individually and not as a class, collective, consolidated, or representative action to the extent permitted by law.

Notices and Electronic Transactions

21.1 Notices to Preceptor may be delivered through the Platform, by email to the address associated with Preceptor's account, or by nationally recognized courier to an address Preceptor has provided. Notices to MedMatchers must be sent to 4646 Wild Indigo Street #230, Houston, TX 77027, or by email to support@medmatchers.com. A Party must keep its contact information current.

21.2 The Parties consent to electronic records, electronic signatures, and electronic acceptance. Preceptor's acceptance of this Agreement by typing Preceptor's name and confirming acceptance on the Platform is an electronic signature, has the same effect as a handwritten signature, and is recorded together with the version accepted and the date and time. A copy stored electronically will have the same effect as an original.

General Terms

22.1 This Agreement, incorporated Platform policies, accepted Booking terms, and any signed addendum constitute the entire agreement between the Parties regarding its subject and replace prior discussions or agreements on that subject. If a Booking term conflicts with this Agreement, this Agreement controls unless the Booking term expressly identifies the provision it replaces.

22.2 Preceptor may not assign this Agreement without MedMatchers' written consent. MedMatchers may assign it in connection with a merger, reorganization, sale of substantially all assets, or transfer of the Platform. No waiver is effective unless written. If a provision is unenforceable, it will be modified only as necessary, and the remainder will continue. Headings do not affect interpretation. Counterparts are permitted.

22.3 MedMatchers may update Platform policies prospectively by notice. A material amendment to this Agreement requires electronic acceptance or a signed writing, except when a change is required by law or payment-network rules and MedMatchers provides reasonable notice.

Acceptance and Preceptor Information

By accepting this Agreement electronically, Preceptor acknowledges that Preceptor has read this Agreement, understands its terms, has had the opportunity to seek independent advice, and intends to be legally bound by it.

Preceptor's acceptance is recorded by the Platform, which stores the accepting account, the version of this Agreement accepted, the name typed by Preceptor as an electronic signature, and the date and time of acceptance. That record is the Effective Date under section 1.4 and satisfies this section without a separate paper signature. The version Preceptor accepted remains available to Preceptor through the Platform, and may be saved and printed.

Preceptor information held by MedMatchers and confirmed by Preceptor at acceptance:

• Preceptor legal name

• Professional title and credentials

• Business address

• Email

• Phone

• Taxpayer identification — Form W-9 submitted separately under section 6.8

Company information:

Company — PASS Program Clinicals LLC d/b/a MedMatchers

Schedule A Rotation Listing Terms

This Schedule records the terms that apply to a particular listing or Booking. Information displayed and accepted through the Platform satisfies this Schedule without a separate paper signature.

Listing term — Details

Preceptor or entity

Clinical site

Specialty

Rotation type — Observership / supervised clinical experience / other

Location or remote format

Available dates

Expected hours or schedule

Scope of permitted participation

Included services

Evaluation or documentation offered

Site restrictions

Prerequisites

Pricing basis — Hourly / daily / weekly / monthly / complete rotation / other

Gross Rotation Fee — $

MedMatchers platform fee — 15% of Gross Rotation Fee

Estimated Preceptor payout — 85% of Gross Rotation Fee, subject to the Agreement

Cancellation and refund terms — As displayed and accepted through the Platform

Additional site terms