Advisory Services Terms

These Advisory Service Terms (“Advisory Services Terms”) supplement and form part of the Order Form (the “Order”) entered into between Navina and Customer, together with any applicable terms and SOW, and including the Business Associate Agreement (“BAA”) entered into by the parties, and any other documents incorporated by reference therein (collectively, the “Agreement”).

These Advisory Services Terms apply solely to Advisory Services provided to the Customer. Except as expressly set forth herein, all terms, conditions, representations, warranties, disclaimers, indemnities, and limitations of liability set forth in the Agreement remain unchanged and in full force and effect.

In the event of a conflict between these Advisory Services Terms and the License Agreement solely with respect to the Advisory Services, these Advisory Services Terms shall control. In all other cases, the License Agreement and the remainder of the Agreement shall govern.

1. Scope of Advisory Services 
   
   1. Navina may provide advisory and consulting services (the “Advisory Services”) as described in the applicable Order Form and/or Statement of Work (“SOW”). Advisory Services may include, as applicable, leadership or operational interviews, review of customer-provided materials or data, analysis of Customer’s use of the Navina platform or related operational metrics, and strategic workshops or discussions with Customer personnel regarding value-based care programs, payer contracting strategies, operational workflows, and related matters. Navina will perform the Advisory Services in a professional and workmanlike manner, consistent with generally accepted industry standards for similar advisory services.  
   2. Advisory Services are strategic and informational in nature and are intended to provide insights, observations, and recommendations based on Navina’s experience and analysis. Unless expressly stated in the applicable SOW, Navina will not perform implementation services, operational execution, or project management activities for Customer.  Navina does not represent or warrant that the Advisory Services, or any recommendations provided in connection with the Advisory Services, will ensure Customer’s compliance with applicable laws or regulations or achieve any particular regulatory, financial, or operational outcome. Customer should consult with its own legal, compliance, financial, and regulatory advisors regarding the implementation of any recommendations or strategies discussed as part of the Advisory Services. 
   3. The specific scope, timing, deliverables, and any applicable milestones for the Advisory Services will be described in the applicable SOW. In the event of any conflict between this Advisory Services Addendum and a SOW, the SOW will control with respect to the scope of the Advisory Services described therein, and this Addendum will otherwise govern the provision of Advisory Services unless expressly stated otherwise.
2. Customer Responsibilities 
   
   1. Customer acknowledges that the effectiveness of the Advisory Services depends on Customer’s timely cooperation and the accuracy and completeness of the information provided by Customer. Customer will: provide Navina with reasonable access to relevant personnel for interviews or workshops; provide information, documents, and data reasonably requested for purposes of performing the Advisory Services; and ensure that Customer personnel participate in scheduled meetings, interviews, and workshops as reasonably required.
   2. Customer is solely responsible for all business, operational, clinical, billing, coding, contracting, and regulatory decisions made by Customer, including any actions taken based on recommendations provided as part of the Advisory Services.
   3. Without limiting the foregoing, Customer remains solely responsible for compliance with all applicable laws and regulations, including those relating to Medicare and Medicaid program requirements, billing and coding practices, risk adjustment, physician self-referral (Stark Law), the Anti-Kickback Statute, and quality reporting obligations.
3. Use of Data and Protected Health Information
   
   1. Customer may provide Navina with access to certain information, materials, documents, data, and systems as reasonably necessary for Navina to perform the Advisory Services (collectively, “Customer Materials”). Customer represents and warrants that it has all rights and permissions necessary to provide such Customer Materials to Navina for purposes of performing the Advisory Services. Navina is entitled to rely on the accuracy and completeness of Customer Materials and will not be responsible for verifying such information.
   2. Navina will use Customer Materials solely for the purpose of performing the Advisory Services and in accordance with the terms of the Agreement.
   3. To the extent Customer Materials include Protected Health Information (“PHI”), such PHI will be used and disclosed solely as permitted under the applicable Business Associate Agreement (“BAA”) between the parties and in accordance with applicable law. Navina may permit its employees and authorized contractors to access Customer Materials, including PHI, solely as necessary to perform the Advisory Services, provided that such personnel are bound by appropriate confidentiality and data protection obligations and, where required by applicable law, by written agreements consistent with Navina’s obligations under the BAA.
   4. Notwithstanding the foregoing, Navina may use de-identified and aggregated information derived from Customer Materials for purposes of improving its products and services, developing benchmarks or analytics, and conducting internal business.
4. Use of Subcontractors and Advisors
   
   1. Navina may perform the Advisory Services using its employees and qualified independent contractors, including subject matter experts with relevant industry experience (“Advisors”).
   2. Navina may permit such personnel to access Customer Materials, systems, or information, including PHI, solely to the extent reasonably necessary to perform the Advisory Services. Navina will ensure that any such personnel are subject to confidentiality, data protection, and security obligations consistent with Navina’s obligations under the Agreement and applicable law.
   3. To the extent any subcontractor or Advisor requires access to PHI in connection with the Advisory Services, Navina will ensure that such subcontractor or Advisor is bound by written obligations consistent with Navina’s obligations under the applicable BAA, as required by applicable law.
   4. Navina will remain responsible for the performance of its employees and subcontractors in connection with the Advisory Services.
5. Deliverables and Intellectual Property
   
   1. Customer retains all right, title, and interest in and to Customer Materials.
   2. Subject to the terms of the Agreement, any reports, analyses, presentations, recommendations, workshop materials, or other materials specifically prepared by Navina for Customer in the course of performing the Advisory Services and identified as deliverables in the applicable Statement of Work (collectively, “Deliverables”), excluding any Navina Materials (as defined below), will vest in Customer subject to payment of any fees in full.
   3. Notwithstanding the foregoing, Navina retains all right, title, and interest in and to: the Navina platform and related technology; all methodologies, frameworks, tools, templates, processes, models, analytics methods, and know-how used in performing the Advisory Services; and any improvements, enhancements, or derivative works of the foregoing, whether developed before, during, or after the performance of the Advisory Services (“Navina Materials”).
   4. To the extent any Navina Materials are incorporated into the Deliverables, Navina grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Navina Materials solely as part of the Deliverables and solely for Customer’s internal business purposes. The ownership of Deliverables by Customer does not transfer ownership of such underlying Navina Materials, which remain the exclusive property of Navina.
   5. Navina may use general knowledge, skills, experience, ideas, and know-how acquired in the course of performing the Advisory Services in performing services for other customers, provided that Navina does not disclose Customer Confidential Information. Navina may also use de-identified and aggregated insights derived from Deliverables and Customer Materials for improving its products and services.
6. No Guarantee of Outcomes; Internal Use; No Third-Party Reliance
   
   1. Customer acknowledges that the implementation of any recommendations and the results achieved depend on a variety of factors outside Navina’s control, including Customer’s operational decisions, execution of recommended strategies, payer relationships, contractual arrangements, regulatory requirements, and market conditions. Accordingly, Navina does not represent or warrant that the Advisory Services will result in any particular outcome, including increased shared savings, improved financial performance, improved quality metrics, expanded payer contracting opportunities, or compliance with regulatory requirements.
   2. The Advisory Services and any Deliverables are provided solely for Customer’s internal business purposes. Customer will not provide Deliverables or otherwise represent Navina’s analyses, recommendations, or materials as being intended for reliance by any third party without Navina’s prior written consent. Navina will have no responsibility or liability to any third party that obtains access to the Deliverables or relies on the Advisory Services.
   3. Customer is responsible for any decisions made or actions taken based on the Advisory Services, including any disclosure or use of Deliverables outside Customer’s organization.
7. Limitation of Liability for Advisory Services
   
   1. To the maximum extent permitted by applicable law, Navina’s total aggregate liability arising out of or relating to the Advisory Services or these Advisory Services Terms, whether in contract, tort (including negligence), or otherwise, will be limited to direct damages only and will not exceed the total fees paid by Customer for the Advisory Services under the applicable Order Form or Statement of Work during the twelve (12) months preceding the event giving rise to the claim.
   2. In no event will Navina be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenues, anticipated savings, business opportunities, goodwill, or data, arising out of or relating to the Advisory Services, even if Navina has been advised of the possibility of such damages.
   3. The limitations set forth in this Section apply regardless of the form of action and regardless of whether any remedy fails of its essential purpose. 
8. Fees and Payment
   
   1. Customer will pay the fees for the Advisory Services as set forth in the applicable Order Form or Statement of Work. Unless otherwise stated in the Order Form, fees for Advisory Services are payable in advance and will be due within twenty-one (21) days following the date of invoice.
   2. All fees are non-cancelable and non-refundable except as expressly provided in the Agreement. Customer will reimburse Navina for any reasonable and pre-approved travel or out-of-pocket expenses incurred in connection with the performance of the Advisory Services, to the extent such expenses are specified in the applicable Order Form or Statement of Work.
   3. If Customer fails to make any payment when due, Navina may, upon written notice and without limiting its other rights or remedies, suspend performance of the Advisory Services until such amounts are paid.
   4. All amounts payable under these Advisory Services Terms are exclusive of taxes. Customer is responsible for all applicable taxes, duties, or similar governmental charges associated with the Advisory Services, other than taxes based on Navina’s net income.
9. General
   
   1. Term and Termination of Advisory Services. The term of the Advisory Services will be as specified in the applicable SOW. Unless otherwise stated in the SOW, Advisory Services will terminate upon completion of the services described in the applicable SOW. Either party may terminate an SOW for Advisory Services in accordance with the termination provisions of the Agreement. If an SOW for Advisory Services is terminated before completion of the Advisory Services, Customer will remain responsible for payment of: (i) all fees for Advisory Services performed up to the effective date of termination, and (ii) any non-cancelable commitments or expenses reasonably incurred by Navina in connection with the Advisory Services prior to the effective date of termination.
   2. Order of Precedence. Unless otherwise expressly stated, the order of precedence in the event of a conflict will be: (i) the applicable Order Form, (ii) the applicable Statement of Work, (iii) these Advisory Services Terms, and (iv) the Agreement.
   3. Governing Law and Jurisdiction. The governing law and jurisdiction provisions set forth in the Agreement will apply to these Advisory Services Terms and any dispute arising out of or relating to the Advisory Services.
   4. Interpretation. Capitalized terms used but not defined in these Advisory Services Terms will have the meanings assigned to them in the Agreement.
   5. Survival. Any provisions of these Advisory Services Terms which by their nature should survive termination or expiration of the Advisory Services will survive, including provisions relating to intellectual property, confidentiality, limitations of liability, and disclaimers.

Last updated: March 2026