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NEWBRIER KRX
SOFTWARE LICENSE AND TRAINING SERVICES AGREEMENT

This Software License and Training Services Agreement (“Agreement”) is entered into as of January 15, 2026 (“Effective Date”), by and between Newbrier Company, a Wyoming corporation (“Newbrier”), and , a healthcare organization in , (“Hospital”). Newbrier and Hospital may be referred to individually as a “Party” and collectively as the “Parties.”

Purpose

Newbrier has developed proprietary software known as the Newbrier KRX Excel Add-In (“Software”) and provides a standardized training service known as Performance Activation. Hospital desires to license the Software for its internal use and to receive Performance Activation training under the terms of this Agreement.

License Grant

Subject to the terms of this Agreement, Newbrier grants Hospital a limited, non-exclusive, non-transferable license to install and use the Software solely for Hospital’s internal business purposes.

Use is limited to up to ten (10) Hospital employees.
Software may be installed on up to ten (10) computers.
No ownership rights are transferred. All rights not expressly granted are reserved by Newbrier.

Authorized Users and Use Restrictions

Hospital may permit its employees (“Authorized Users”) to use the Software solely in the course of their employment.

Hospital shall not, and shall not permit others to:

Copy, modify, or create derivative works of the Software
Sell, sublicense, lease, or transfer the Software
Reverse engineer, decompile, or disassemble the Software
Use the Software on behalf of any third party
Use the Software to develop or support a competing product or service

Hospital is responsible for all use of the Software by Authorized Users.

Training Services (Performance Activation)

Newbrier shall provide Performance Activation training, which consists of standardized instruction on the use of the Software and the associated financial workflow.

Training format (remote or on-site) is determined by Newbrier.
Training is educational in nature and does not constitute consulting, medical advice, or financial decision-making.
Any on-site training requires reimbursement of reasonable travel expenses.

No other services are included.

Fees and Payment

Hospital agrees to pay Newbrier the fees agreed to by the Parties prior to or upon execution of this Agreement. All fees are due in advance and are non-refundable past 30 days.

Invoices are due within thirty (30) days of the invoice date.
Past-due amounts may accrue interest at 0.5% per month.
Newbrier may suspend access for non-payment.
No refunds are provided for prepaid fees.

Ownership and Intellectual Property

The Software, documentation, training materials, and all related intellectual property are and shall remain the exclusive property of Newbrier.

Hospital retains ownership of any Excel files or internal data it creates using the Software.

Feedback or suggestions provided by Hospital may be used by Newbrier without restriction or obligation.

No Medical, Financial, or Fiduciary Services

Hospital acknowledges and agrees that:

Newbrier does not provide medical services.
The Software does not diagnose conditions, prescribe treatment, or support clinical decision-making.
Newbrier does not act as a CPA, financial officer, or fiduciary.
Newbrier shall not be represented as Hospital’s CFO or officer in any capacity.

All decisions made using the Software remain the sole responsibility of Hospital.

Data Responsibility and Compliance

Hospital is solely responsible for:

The accuracy and completeness of data entered into the Software
Regulatory filings, reporting, and compliance obligations
Securing its systems, computers, and files

Newbrier does not guarantee results or outcomes from use of the Software.

Confidentiality and HIPAA

Each Party shall protect the other Party’s confidential information.

To the extent Newbrier encounters protected health information, it shall comply with applicable privacy and security laws, including HIPAA. The Parties acknowledge that the Software is not designed to store patient medical records.

Permitted Disclosure. Notwithstanding the foregoing, Newbrier may disclose the existence of this Agreement, identify Hospital as a client, and describe in general terms the software and training services provided, including in Newbrier’s marketing, sales, business development materials, website, and public announcements, provided that no Hospital confidential information or patient information is disclosed.

Warranties and Disclaimers

The Software is provided “as is.”

Newbrier disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or uninterrupted operation.

Newbrier does not warrant that the Software will meet Hospital’s requirements or produce specific outcomes.

Indemnification

By Newbrier

Newbrier shall indemnify Hospital against third-party claims alleging that the Software infringes U.S. intellectual property rights, subject to Hospital’s prompt notice and Newbrier’s control of the defense.

By Hospital

Hospital shall indemnify Newbrier against claims arising from:

Hospital’s data
Hospital’s use of the Software
Decisions or actions taken based on Software output

Limitation of Liability

Except for payment obligations or willful misconduct:

Neither Party shall be liable for indirect or consequential damages.
Newbrier’s total liability shall not exceed the amount paid by Hospital in the twelve (12) months preceding the claim.

Term and Termination

This Agreement begins on the Effective Date and continues for a total term of three (3) years. Either Party may terminate this Agreement without cause at the end of the first, second, or third contract year by providing at least ninety (90) days’ written notice prior to the end of the applicable contract year.

Either Party may terminate for material breach not cured within thirty (30) days.

Upon termination:

Hospital must cease use of the Software.
All outstanding fees become immediately due.

Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, agency, employment, or fiduciary relationship.

Governing Law

This Agreement shall be governed by the laws of the State of Wyoming, with venue in Sheridan County, Wyoming.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements. It may be amended only in writing signed by both Parties.

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Signed by Gregory Brickner
Signed On: December 18, 2025

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December 18, 2025 4:22 pm CST

NEWBRIER KRX SOFTWARE LICENSE AND TRAINING SERVICES AGREEMENT Uploaded by Gregory Brickner - gb@newbrier.com IP 216.106.194.171