Third Party Administrator Agreement

This Third-Party Administrator Agreement ("Agreement") is entered into as of the date set forth below by and between P3 Ortho, LLC, a company located at 800 Matlock Rd, Mansfield, TX 76063, ("P3 Ortho" or "TPA") and the undersigned orthodontic practice ("Practice"). Together, the parties agree to the following terms:

1. Scope of Services

1.1 Third-Party Administrator Role

P3 Ortho shall act as a Third-Party Administrator (TPA) for the Practice. This includes but is not limited to managing payments, monitoring purchases, and reconciling invoices related to supplies and services procured through Orthodontic Details, LLC and other companies contracted with P3 Ortho.

1.2 Monitoring Purchases

The Practice grants P3 Ortho permission to access and monitor purchase data made through Orthodontic Details, LLC and other contracted companies to facilitate payment processing and financial reporting.

1.3 Payment Management

P3 Ortho shall manage payments to vendors and service providers on behalf of the Practice. This includes debiting the necessary funds from the Practice’s designated bank account to cover purchases, fees, and administrative costs.

1.4 Practice Access to Sub-Account

P3 Ortho shall maintain a sub-account specific to the Practice to hold an initial debit as described in Section 2.2. The Practice shall have access to review and monitor all transactions related to their sub-account. This includes a detailed transaction history of debits, credits, and payments processed on behalf of the Practice.

2. Authorization for ACH Transactions

2.1 Authorization

The Practice authorizes P3 Ortho to initiate ACH debits from the bank account identified in this Agreement to cover payments for purchases, fees, administrative services, and an initial debit as described in Section 2.2. The Practice further authorizes P3 Ortho to initiate adjustments for any transactions credited or debited in error.

2.2 Initial Debit and Sub-Account

The Practice agrees to an initial ACH debit of $5,000 to be maintained in a sub-account specific to the Practice. This sub-account will be used as a reserve to cover expenses in the event the Practice’s payment information changes or if a debit cannot be processed due to insufficient funds.

• The balance of the sub-account will remain fully accessible to the Practice for monitoring purposes.

• If the Practice chooses to terminate this Agreement (as outlined in Section 4), the balance of the sub-account will be refunded after all outstanding balances are settled.

2.3 Account Information

The Practice agrees to provide accurate and complete banking information for this purpose.

2.4 Recurring Transactions

P3 Ortho may debit the designated account on a recurring basis to ensure timely payment of invoices, fees, and other authorized expenses.

2.5 Notification of Transactions

P3 Ortho will provide detailed transaction summaries or invoices to the Practice upon request or as agreed upon in advance.

3. Practice Responsibilities

3.1 Timely Updates

The Practice agrees to update P3 Ortho promptly with any changes to their designated bank account or business details.

3.2 Adequate Funds

The Practice is responsible for maintaining sufficient funds in the designated bank account to facilitate payments.

3.3 Review of Transactions

The Practice agrees to review transaction summaries provided by P3 Ortho and notify the TPA of any discrepancies within 10 business days.

3.4 Access to Sub-Account Records

The Practice is responsible for regularly reviewing its sub-account activity. P3 Ortho will provide secure access to view transaction records upon request or through an agreed-upon platform.

4. Term and Termination

4.1 Term

This Agreement shall remain in effect until terminated by either party.

4.2 Termination

Either party may terminate this Agreement upon providing 30 days’ written notice to the other party.

4.3 Refund of Sub-Account Balance

Upon termination, P3 Ortho will refund the balance of the sub-account to the Practice after all outstanding balances and obligations have been settled.

5. Liability and Indemnification

5.1 Limited Liability

P3 Ortho shall not be held liable for any damages, losses, or delays arising from insufficient funds, inaccurate information provided by the Practice, or actions taken in accordance with this Agreement.

5.2 Indemnification

The Practice agrees to indemnify and hold P3 Ortho harmless from any claims, liabilities, or damages resulting from the Practice's breach of this Agreement.

6. General Provisions

6.1 Confidentiality

P3 Ortho shall maintain the confidentiality of the Practice’s financial information and will only use it as necessary to perform its obligations under this Agreement.

6.2 Governing Law

This Agreement shall be governed by the laws of the state in which P3 Ortho is incorporated.

Authorization and Acknowledgment

By signing below, the Practice acknowledges that they have read, understood, and agree to the terms of this Agreement.

Authorized Party Information

Bank Account Information (Encrypted)

Signatures