JARRARD PHILLIPS CATE a HANCOCK ‘CONSULTING SERVICES AGREEMENT This AGREEMENT is made and entered into as of this 49% day of August 2019 by and between Jarrard Philips Cate & Hancock, inc. ("Jarrard Ine’), located at 219 Ward Circle, Suite 3, Brentwood, TN 37027 and New Hanover Regjonal Medical Center (‘Client’) located at 2134 S. 17 Street, Wilmington, NC 38401. In consideration ofthe mutual promises contained in this Agreement, the parties agree as follows: 1. Services. Asan engagement between the Client and Jarrard nc has shifted, herein is Updated consulting agreement reflecting Jarrard Inc's services, starting in June, ‘augmenting Client's team working on timely, comprehensive and informative ‘communications to Client's employees, medical staff and community served by Client. Client retains Jarrard Inc to render strategic communications end engagement consulting, services and to serve Client in any other capacity asthe parties may ater mutually agree. Jarrard Inc shall keep Client fully advised of all its efforts on behalf of Client. 2. Term. This Agreement shal he effective from the date first set forth abave until terminated in accordance withthe provisions of Paragraph 5. 3. Fees, Please see attached Addendum A, Confidential rates referenced inthis Agreement are competitive to Jarrard inc and Jarrard Inc requests the rates to be redacted anytime public records are released, Jarrard Inc understands total fees paid by the Client may be Part of the public recor, Expensos. Jarrard Ine will bill Cient for reasonable travel and travel related expenses at cost, 5, Termination. Either party may terminate this Agreement upon written notice to the other party 6. Reasonable Efforts. Client acknowledges that the services provided under this ‘Agreement require the creativity and professional judgment of Jarrard Inc. 7. NonSolictation. We, ike you, devote our time and energy to the training and experience of our staff. Therefore, each of us agrees not to hire, employ or engage as an independent contractor or consuitant, any ofthe other party's employees without written ‘consent ofthe other party, during the term ofthis agreement and for a one-year period thereafter, In the unlikely event that either party violates this provision, such party will pay the other party a recruiting fee equal to $100,000, which the parties agree isa reasonable estimate of actual damages in lost revenues, recruiting fees and productivity costs associated with a replacement,10. a. 12, by Name: David Ja Title: CEO Choice of Lav: Arbitration. This Agreement shall be governed by and construed under the laws of the State of North Carolina. Any contraversy or claim arising out of or relating ‘o this Agreement shall be settled by arbitration in accordance with the Commercial ‘Acbtration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators) may be entered In any court having jurisdiction, Warranty Jarrard Ine. services will be performed in accordance with generally and currently accepted consulting principles and practices. This warranty isin leu ofall other ‘warranties elther expressed or implied, Indemnification, in the event Jarrard Inc. through no negligence, breach of contract, or {aultof its own, is named as a party to, is requited to participate in, or fs subject to ‘subpoena arising from, a lawsuit, arbitration, Investigation, or adversary proceeding, involving the Client, the Client agrees to compensate Jarrard inc. at its normal hourly rates for its owners’ and employees’ involvement and to indemnify and hold Jareard Ino. harmless from and against any loss, damages, costs, and attorney's fees it incurs associated with such lawsuit, arbitration, investigation, or adversary proceeding. Entiro Agreement, This Agreement sets forth the entie understanding between the patties, and cannot be changed, modified or canceled except by an instrument signed by the party sought to be bound, Confidential Agreement. Its the mutual desire of both parties hereto to preserve the secrecy and confidentait ofthe Client's competitive, privileged and/or protected busineso, intoroata, and activities, inoluding but not limited to information about its marketing plans, marketing research, products, sale, client activity and categories, other intemal activities, and also information about areas in which the Glient is becoming active ‘or might have any interest If the foregoing correctly sets forth our agreement, please execute each original in the place indicated returning one original to Jarrard Philips Cate & Hancock, Inc IN WITNESS WHEREOF, this Agreement fs made and entered into as ofthe date first ‘written above, JARRARD PHILLIPS CATE NEW HANOVER REGIONAL ‘& HANCOCK, INC. EDICAL CENTER Ya)‘CONFIDENTIAL COMPETITIVE INFORMATION [ADDENDUM A rates range from gor CEO; QB for Partners MNP for Senior Vice Presidents; EBD 10: Vice Presidents AA for Associate Vice Presiients; AMP for Senior Managing REN°S: QP for Managing Aeviors BD for Senior Aviso for Avisos. for AszoclateAaMeors. Hourly rates for nd¥iduls mey increase ove te eof the cont in Adan tothe hourly fees, the lent agrees to pay Jrrardincanindusty standard 5% ofthe bilings as an administration fe fr general series such as accounting, schedulo coordination, cliont service administrative duties, onference calls and phone costs, and other rm expenses land actions related to te Cent. Ctent ul be invold on a monthly basi. hate fee of 1.5% Shall be chorged against any outstanding balance due over 30 day, Client ogrees to pay ary costs or attneyfes Jarrad inc incurs to collect Chen's delinquent account