DISCLAIMER/INDEMNIFICATION AGREEMENT

Between I.V. Insights and facility seeking Consulting services (“client”).

WHEREAS, I.V. Insights is or shall provide to client consulting services; and

I.V. Insights has agreed to provide these services for a fee, to be agreed upon by both parties prior to the provision of these services; and

Client has agreed to pay this fee in full within 30 days of receipt of invoice for these services.

NOW THEREFORE by signing below the parties agree as follows:

1. Hold Harmless. Client undertakes to defend, indemnify and hold harmless I.V. Insights and its employees, agents, consultants, affiliates and otherwise (for purposes of Section 1 and 2, collectively referred to as “I.V. Insights”) from any and all claims, demands, liability, damages or loss, whether rightfully or wrongfully claimed or assessed, Client may suffer or incur arising out of I.V. Insights providing the Consulting. This includes any and all cost, claims, demands, liability, damages or loss, whether rightfully or wrongfully claimed or assessed in conjunction with survey by any and all accrediting bodies.

2. Costs Incurred. Client further agrees to pay I.V. Insights any and all costs and fees incurred, including, but not limited to reasonable attorney’s fees, with respect to any matter subject to indemnification pursuant to this Agreement.

3. Notice, Settlement and Defense of Claims. Each party shall notify the other of any matter giving rise to a claim for indemnification, and all relevant facts known to with respect to the claim, as soon after the discovery thereof as possible. Client shall have the right and shall promptly notify I.V. Insights of its intent to defend any such claim, at Client’s expense through counsel of Client’s choosing.

4. Commencement Date. The obligations described herein shall commence as of the first date that I.V. Insights provides any Consulting hereunder and shall continue in full force and effect indefinitely. Notwithstanding the above, Client’s obligations hereunder shall survive this Agreement.

5. No Warranty. Client agrees and acknowledges that I.V. Insights provides the Consulting with no guaranties or warranties of any kind. I.V. Insights is not authorized by any state or federal agency to issue licenses or to accredit healthcare personnel or facilities. Upon completion of the Consulting services, the personnel or facilities will not be certified or accredited in any way. The Consulting is being provided as a mutual convenience only and no representations from I.V. Insights or its employees, such as statements of capability, suitability for use, accreditation, accuracy or performance, shall be construed or interpreted as a warranty or guaranty.

6. No Referral. Upon completion of the Consulting services, I.V. Insights shall be under no obligation to refer or recommend patients to Client.

7. Entire Agreement. This Agreement constitutes the entire understanding between the parties and is enforceable according to its terms.

8. Enforceability. The invalidity or non-enforceability of any particular provision of this Agreement shall not affect the remainder of the Agreement, which shall be construed in all respects as if the invalid or unenforceable provision(s) were omitted and the remainder construed so as to give them meaningful and valid effect.