SigmaTelemed Service Agreement

Services Agreement 
SERVICES AGREEMENT
This Services Agreement (“Agreement”) is entered into as of           _______________(the “Effective Date”) by 
_______________________ (“Client”) and Telemedicine Group, DE LLC (“Sigma”).  Client and Sigma may be referred 
to individually as a “Party” and collectively as the “Parties.”   The Parties agree as follows:
1. SIGMA’S SERVICES. Sigma will perform the services as specified in Exhibit A (collectively, the “Services”).   
2. BILLING, TAXES, AND INSURANCE
2.1. As consideration for the Services provided, Client shall pay Sigma fees in accordance with the fee schedule set 
forth in Exhibit A (“Fee Schedule”). Unless otherwise provided in the Fee Schedule, Sigma will invoice 
Client for the Services provided, and Client shall pay Sigma’s invoices within thirty (30) days of receipt of 
invoice.   Any late payment will be subject to an interest penalty of the lower of: (a) one percent (1.0%) per 
month or (b) the maximum rate permissible by law, until paid in full. Client shall complete the Account Set-
up Form attached hereto as Exhibit B and provide other billing information requested by Sigma.   
2.2. Client is responsible for payment of all taxes (including without limitation sales tax) imposed by any federal, 
state or local governmental entity on the transactions contemplated by this Agreement, excluding only 
Sigma’s income taxes. 
2.3. Both Parties shall maintain at their sole cost and expense during the term of this Agreement adequate 
insurance customary to each Party’s operations. Each Party shall furnish to the other Party, at such Party’s 
request, certificates of insurance or other adequate evidence of coverage.  
3. CLIENT’S OBLIGATIONS
3.1. Client shall (i) allow Sigma to conduct presentations and workshops to educate Client and its workforce 
regarding the services offered by Sigma; (ii) be responsible for providing, at no cost to Sigma, all equipment, 
facilities, supplies, utilities, including high-speed internet and telephone service, and other services as Sigma 
shall reasonably determine from time to time to be necessary for the performance of Services. Client shall 
consult and collaborate with Sigma with respect to operational needs related to equipment, facilities, 
supplies, utilities, and other services to be provided pursuant to this Section.   
3.2. Client shall be solely responsible for ensuring that all required patient consents and/or acknowledgments are 
obtained and documented in accordance with best practices and applicable laws and shall inform Sigma 
immediately of all communications received from regulatory authorities, notices of claims or potential claims 
related to any Services, and forward any written communications related thereto to Sigma.   
4. COLLABORATION.  Client will meet with Sigma from time to time as requested to collaborate and coordinate on 
the delivery of the Services.
5. QUALITY AND COMPLIANCE
El Mirage Police Department

Services Agreement 
5.1. Each Party shall comply with all applicable laws and regulations in effect. 
5.2. Client agrees to maintain books, records and accounts relating to the receipt of the Services, and Sigma and 
its auditors shall be provided reasonable access to such books, records, and accounts and the right to 
perform a limited business review to verify compliance with this Agreement.  
5.3. The Parties agree that it is not the intent or purpose of this Agreement, and no part of this Agreement shall 
be construed, to induce or encourage the referral of individuals to any particular health care provider for the 
furnishing or arranging for the furnishing of any health care item or service or ordering of any health care 
item or services. The Parties acknowledge that there is no requirement or any other agreement, explicit or 
implied, under this Agreement for a Party to refer individuals to any provider for health care items or 
services. Additionally, no payment made under this Agreement shall be in return for the referral of 
individuals in return for the purchasing, leasing, or ordering of any items or services from Sigma or any 
affiliates of Sigma. Neither Party will make payments or seek other remuneration under this Agreement 
which would be prohibited by law. It is the intent of the Parties to establish an independent business 
relationship which complies with applicable law. The compensation payable under this Agreement is based 
solely on the fair market value for the Services provided. 
5.4. Nothing in these terms and conditions shall be construed as permitting Client to exercise control over the 
professional judgment or professional methods of Sigma and its professionals. 
6. INTELLECTUAL PROPERTY 
6.1. Sigma owns all right, title and interest (including patent rights, copyrights, trade secret rights, mask work 
rights, trademark rights, and all other intellectual property rights of any sort throughout the world) in and to 
the Services and documentation and derivative works thereof. Any use by Client of Sigma’s then-current 
names, marks, logos, and other identifiers for the Services (i) requires Sigma’s prior written approval, (ii) 
shall comply with Sigma’s standards and usage guidelines for such use, and (iii) shall cease upon expiration 
or termination of this Agreement.
6.2. Client agrees to comply with Sigma’s branding guidelines with respect to the Services. Client shall not issue 
any press releases or similar public communication relating to this Agreement or the Services without the 
prior written approval of Sigma.
6.3. Client acknowledges on behalf of itself and its affiliates that Sigma and its affiliates possess certain existing 
intellectual property independently developed by Sigma and its affiliates and which relate to their business 
operations, including but not limited to proprietary methods and management tools to support the activities 
of such business operations, which shall remain the exclusive property of Sigma and its affiliates. The Parties 
agree that any improvements, modifications or developments to such intellectual property during the course 
of providing any Services shall be the exclusive property of Sigma and its affiliates.

Services Agreement 
6.4. Client acknowledges and agrees the Services and any other deliverables provided pursuant to this Agreement 
constitute part of Sigma’s proprietary information, and except for any rights expressly granted herein, Client 
retains ownership of the Services and deliverables to the fullest extent permissible under applicable law. The 
Services and all other rights with respect to any intellectual property developed, delivered, or utilized by 
Sigma in connection with the Services is the exclusive property of Sigma and such intellectual property shall 
not be deemed to be “works made for hire.” To the extent any of Sigma’s or its affiliates’ intellectual property 
is embodied or contained in any deliverables or work product hereunder, Sigma shall grant only grant a non-
exclusive license to Client for the intended and ordinary use during the term of this Agreement, which use 
expressly excludes resale or distribution. Nothing herein shall cause or imply any sale, license, or other 
transfer of proprietary rights of or in any third-party software or materials from one party of this Agreement 
to the other.
CONFIDENTIALITY 
7. 
7.1. The Parties shall each take all reasonable efforts to ensure that this Agreement and any information related to 
the business, plans, technology, products or other information of the other Party acquired by virtue of this 
Agreement shall be kept confidential and shall not be disclosed or made use of except as necessary for the 
acquiring Party to perform its obligations under this Agreement.  The provisions of this clause shall not apply 
to the extent that the information (i) is required to be used or disclosed to comply with applicable laws or 
regulations or with a court order, (ii) was in the public domain prior to its use or disclosure, (iii) was 
independently developed or discovered without use of the other Party’s confidential information, or (iv) was 
revealed by a third party having no obligation of confidentiality with regard to the information.
7.2. The Parties shall protect the privacy of all patient health information in accordance with the Privacy and 
Security Rules promulgated under the Health Insurance Portability and Accountability Act (“HIPAA”) as 
well as other applicable federal and state laws. A Party having knowledge of any unauthorized or improper 
uses or disclosures made while performing hereunder shall promptly report such unauthorized use or 
disclosure to the other Party.  
8. DISCLAIMERS AND LIMIT OF LIABILITY
8.1. SIGMA DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT (I) THE 
RESULTS OF THE SERVICES SHALL BE FIT FOR ANY PARTICULAR PURPOSE, OR (II) THE SERVICES 
WILL PRODUCE A PARTICULAR RESULT OR BE 100% SUCCESSFUL OR ACCURATE. 
8.2. In the event of any deficiently performed Services, Client’s sole remedy against Sigma in such instance shall 
be for Sigma to re-perform the Services at its own cost, and Sigma’s total liability to Client (whether for 
breach of contract, negligence or otherwise) with respect to the Services under the Agreement shall be 
limited to the revenue it received from Client during this Agreement.  Except for damages arising out of 
willful or reckless conduct or a violation of applicable law, neither Party shall be liable to the other for 
indirect, incidental, consequential, exemplary or special damages, including without limitation damages for 
lost profit, regardless of the form of action, whether contract, warranty, strict liability or tort.

Services Agreement 
8.3. Client represents and warrants that, as of the Effective Date and during the term of this Agreement: (i) Client 
possesses and agrees to maintain all licenses, registrations and approvals necessary for its performance of 
this Agreement, and (ii)  Client is not precluded by any contract or other obligation from entering into or 
performing under this Agreement. 
9. TERM AND TERMINATION
9.1. The initial term of this Agreement commences on the Effective Date and terminates upon the completion of 
the Services or _______________, whichever occurs first.  
9.2. Either Party may terminate this Agreement without cause upon sixty (60) days’ prior written notice. A Party 
may terminate this Agreement upon providing the other Party written notice of breach of this Agreement by 
the other Party, if the other Party fails to cure the breach within fifteen (15) days of receiving the notice of 
breach. In the event of termination of this Agreement, all compensation for Services performed prior to the 
date of termination shall be payable to Sigma in accordance with this Agreement. All obligations of a Party 
set forth in this Agreement that by their nature continue beyond expiration, termination, or cancellation of 
this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality 
requirements and ownership and property rights) shall survive any such expiration, termination or 
cancellation shall survive this Agreement for any reason.
10. NOTICES.  Any notices, demands or consents required or permitted under this Agreement (“Notices”)  shall be in 
writing in English, addressed as set forth below, and deemed effectively given: (a) upon personal delivery (with 
signature evidence of delivery); (b) upon delivery confirmation if sent by prepaid first class registered or certified mail 
(return receipt requested), or by an internationally-recognized express courier service (providing evidence of 
delivery); or (c) upon the date of transmission (or the next business day, if it is not a business day), if sent by facsimile 
or email.   
If to Sigma:  Telemedicine Group DE, LLC 
P.O. Box 138204
Sacramento, CA 95813-8204
If to Client: _________________________________
                                                      __________________________________
                                                      __________________________________
1. MISCELLANEOUS. The Parties shall be independent contractors in their performance under this Agreement. This 
Agreement (including the exhibits attached hereto) constitutes the entire agreement between the Parties with regard 
to the subject matters hereof and may not be amended or modified without each Party’s agreement in writing.   
Neither Party may assign or transfer this Agreement and/or the rights and obligations hereunder except that Sigma 
may assign this Agreement to its affiliates or in connection with the transfer or sale of all or substantially all of its 
09-30-2026
El Mirage Police Department
12401 W Cinnabar Avenue
El Mirage, AZ 85335

Services Agreement 
assets, or the assets which are the subject matter of this Agreement, or its merger with another entity. Subject to the 
foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and 
permitted assigns of the Parties hereto. This Agreement shall be governed by and construed in accordance with the 
laws of the State of Texas, without regard to its conflicts of laws provisions.  Except as otherwise expressly provided 
herein, the provisions of this Agreement are for the benefit of the Parties hereto and not for any other person or 
entity.  
Signature page follows

Services Agreement 
Telemedicine Group DE, LLC 
By:   ______________________________
​Name:  ____________________________
Title:  _____________________________
​Date: _____________________________
CLIENT
By:   _____________________________
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Name:  ___________________________
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Title:   ____________________________
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Date: ____________________________                 
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Dr. Ravi Patel

Services Agreement 
Exhibit A
SERVICES
The following shall constitute the “Services” for purposes of this Agreement:
• 
The provision of cardiovascular and metabolic screening to Clients’ workforce members and/or their beneficiaries.  Each such 
screening scheduled to be provided by Sigma to one of Client’s workforce members and/or their beneficiaries is herein referred 
to as an “Encounter”). 
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FEE SCHEDULE
Client shall for members of the ____________________________________________ only, pay Sigma 
[$399] [$399 to be paid for each individual participant ] for each HeartStart program cardiovascular and 
metabolic screening associated with an Encounter that is either:
El Mirage Police Department 
• 
Fully rendered by Sigma;
• 
Initiated but not fully rendered at the request or demand of Client or the workforce member/beneficiary; or 
• 
Not fully rendered by Sigma due to the health condition of the workforce member/beneficiary at the time of presenting for the 
screening.
• 
Not rendered by Sigma due to the Encounter being canceled by Client, or the workforce member/beneficiary, within 24 hours of 
the date and time the screening was scheduled by Sigma to be provided;
• 
Lab draw completed on individual and no show or appointment cancelled less than 24hrs prior to screening appointment.
Each of the above Encounters shall be deemed a “Payable Encounter” for purposes of this Agreement.
Maximum Budget not to exceed:_____________________
Client shall be invoiced and will prepay Sigma for the number of scheduled or reasonably anticipated cardiovascular and 
metabolic screenings to be provided by Sigma based on the number of Encounters.  Invoicing will be sent immediately 
after lab draws are completed. Sigma will refund Client for any amounts prepaid by Client for any Encounter that after 
the completion of the Services does not qualify as a Payable Encounter, promptly upon termination of this Agreement. 
Final aggregate data report will be delivered within 7 days of receipt of payment and completion of program. (Note: some 
data may not be available when enrollment numbers are low due to participant privacy concerns)
              
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Clinician appointments cancelled less than 24hrs in advance or 'no show' appointments will be charged a 
rescheduling fee of  $25 payable by:
              
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$23,300 
Participant
Department

Services Agreement 
Exceptions may be granted at the discretion of Sigma representative ie,  Line of duty needs

Services Agreement 
Exhibit B
Account Set-up Form
Client General Information
Client Legal Name: El Mirage Police Department 
 Address:
12401 W Cinnabar Ave., El Mirage, AZ 85335 
Emergency Contact:
Telephone:
Email:                                                                                       Tax ID#:
      
Billing Information
To whose individual attention should invoices be sent? Paul Marzocca 
At what address?
12401 W Cinnabar Ave., El Mirage, AZ 85335 
Telephone:                                              EXT:
623-500-3009 
Email:
pmarzocca@elmirageaz.gov 
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