NO TRANSFER FEES

No additional license fees, transfer fees or the like shall be due in respect of this Agreement or its assignment to Customer regardless: (1) whether Licensee or one of its affiliates uses or hosts the hCentive Solution, including the Software and Documentation, for purposes of the Project or the Massachusetts New HIX/IES Program; (2) whether Licensee or Customer engage a third party to use, manage, operate, maintain and/or support the hCentive Solution, including the Software or Documentation, on behalf of Licensee or Customer for purposes of the Project or the Massachusetts New HIX/IES Program; (3) of the servers on which the hCentive Solution, including the Software and Documentation, reside; (4) of the number or location of the servers used to host the hCentive Solution, including the Software; or (5) whether Customer or another Commonwealth entity or entities, as a result of a government reorganization, exercise Customer’s rights and carry the Customer’s duties and obligations under this Agreement.

5. BANKRUPTCY.

All rights and licenses granted under or pursuant to this Agreement by hCentive to Licensee and Customer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses to rights to “intellectual property” as defined in the United States Bankruptcy Code. The Parties agree that Licensee and Customer, as licensees

of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the United States Bankruptcy Code. The Parties further agree that, in the event of the commencement of bankruptcy proceedings by or against hCentive under the United States Bankruptcy Code, Licensee and Customer shall be entitled to retain all of their rights under this Agreement.

6. ACCESSIBILITY.

6.1 If Licensee or Customer discovers any defect or deficiency in the functionality or other aspects of the Software or Documentation that are inconsistent with hCentive’s applicable VPAT, as such VPAT was provided to Licensee or Customer, hCentive agrees to promptly correct/remedy such defect or deficiency in the Software or Documentation at no cost to Licensee or Customer.

6.2 In addition, on or before the Subcontract Accessibility Date, hCentive agrees that all Software that is or includes End User Software and all related Documentation will comply with the Enterprise Accessibility Standards and interoperate with the environments on the AT/IT List, as each exists on the Effective Date. As of the Effective Date, the Enterprise Accessibility Standards and the AT/IT List are available at http://www.mass.gov/accessibility/.

6.3 When measuring accessibility compliance, hCentive may substitute the World Wide Web Consortium’s Web Content Authoring Guidelines, version 2, level AA (the “WCAG2 Standards,” available at http://www.w3.org/WAI/intro/weag.php) for the following sections of the Enterprise Accessibility Standards: (a) Section 2, Technical Standards – Applications of the Enterprise Information Technology Accessibility Standards; and (b) Sections 1 through 5 and Section 8 of the Enterprise Web Accessibility Standards 2.0.

6.4 Prior to commencing any design work with regard to the Software, including future Major Releases (as defined in Section 12 of Part 1 of Exhibit C), hCentive will meet with Licensee and Customer to review the Enterprise Accessibility Standards, the AT/IT List, and any accessibility guidance provided by Customer and the AAC, as defined below, in order to discuss their impact on the design process.

6.5 hCentive will make all corrections to Software that is or includes End User Software and all related Documentation to bring such Software and Documentation into compliance with Section 6.2 and the warranties contained in Sections 5.1(n), 5.1(o) and 5.1(p) on or prior to the Subcontract Accessibility Date. hCentive shall send to Licensee on or before the Subcontract Accessibility Date a letter and certified results from a Commonwealth-approved accessibility testing vendor demonstrating that all Software that is or includes End User Software and all related Documentation are 100% compliant with the Enterprise Accessibility Standards and interoperate with the environments on the AT/IT List, as each exists on the Effective Date.

Failure to comply with this Section 6.5 and the warranties in Sections 5.1(n), 5.1(o) and 5.1(p) will be a material breach of this Agreement.

6.6 Training and Documentation. hCentive shall coordinate with Licensee and the AAC in the identification of all prospective attendees at any training provided by hCentive who require disability accommodation, and shall cooperate with Licensee and Customer in the provision of

such accommodation. hCentive shall work with Licensee to develop the training strategy, approach and materials with which Customer and Licensee will execute the end user training.

All end user Documentation and any additional training material delivered under this Agreement that specify mouse commands shall also include alternative keyboard commands wherever a mouse command is specified. All online training shall be accessible.

6.7 Testing. Accessibility testing must be incorporated as part of hCentive’s overall quality assurance process. Prior to delivering to Licensee or Customer any Software that is or includes End User Software and all related Documentation, hCentive shall test for accessibility routinely and regularly, including during any or all of unit testing, integration testing, Final Acceptance and System testing. hCentive must test all Software that is or includes End User Software and all related Documentation against the Enterprise Accessibility Standards for interoperability with the AT/IT List. At the time any Software that is or includes End User Software and all related Documentation is delivered to Licensee or Customer, hCentive must deliver the results of all related accessibility testing.

6.8 Accessibility Test Results and Waivers. hCentive represents that it has submitted to Licensee prior to the Effective Date the VPAT for all Software that is or includes End User Software and all related Documentation, or with respect to such End User Software for which hCentive does not have sufficiently detailed VPATs, all alternative accessibility testing information or test results related to such End User Software. In the event that Licensee or Customer determines that such Software that is or includes End User Software and all related Documentation presents accessibility issues that cause the End User Software licensed hereunder to fail to meet the Enterprise Accessibility Standards or fail to interoperate with the AT/IT List, hCentive shall cooperate with Customer and Licensee on a mitigation plan acceptable to Customer, to bring such Software that is or includes End User Software and all related Documentation into compliance on or prior to the Subcontract Accessibility Date.

6.9 Accessibility Testing Vendor. A third party accessibility testing contractor engaged by Customer (an “Accessibility Testing Vendor”) or accessibility testing vendors hired by Licensee, may test the Software that is or includes End User Software and all related Documentation against the Enterprise Accessibility Standards and for interoperability with the environments set forth in the AT/IT List. hCentive shall cooperate with the Accessibility Testing Vendor and other accessibility testing vendors hired by Licensee, if any, to permit the Accessibility Testing Vendor and other testers full access to the Software for this purpose.

6.10 Accessibility Advisory Committee. hCentive will collaborate with Licensee and Customer and communicate throughout the Project and Massachusetts New HIX/IES Program with and among the Accessibility Testing Vendor and other accessibility testing vendors, as well as the Accessibility Advisory Committee (“AAC”). The AAC, which shall be comprised of at least one representative from each of Licensee, Customer and certain agencies of the Commonwealth designated by Customer, which may include, without limitation, the Massachusetts Office on Disability, Executive Department disability coordinators, Massachusetts Rehabilitation Commission, Massachusetts Commission for the Blind and Massachusetts Commission on the Deaf and Hard of Hearing, shall meet during the Project and the Massachusetts New HIX/IES Program. The purpose of such meetings shall be to discuss any questions relating to accessibility testing or any other accessibility requirements and to ensure

that any concerns raised by a member of the AAC or a third party regarding accessibility of the Software are discussed, identified and addressed.

6.11 Prioritization and Remediation of Accessibility Defects.

(a) Prior to the Subcontract Accessibility Date, hCentive shall perform, at hCentive’s expense, and be responsible for internal accessibility testing of all releases and software Deliverables that are or include End User Software, and all related Documentation. Thereafter, hCentive shall provide such Software to Optum, and Optum shall perform testing, at Optum’s expense, including without limitation, third party accessibility testing, in accordance with Optum’s obligations under the Prime Contract. Unless otherwise agreed to by Optum and Customer, hCentive shall remediate all accessibility defects identified prior to the Subcontract Accessibility Date, hCentive shall send to Optum on or before the Subcontract Accessibility Date a letter and results from hCentive’s tests demonstrating that all Software Deliverables and all related Documentation are 100% compliant with the Enterprise Accessibility Standards and interoperate with the environments on the AT/IT List.

(b) Additional accessibility testing will be completed by the Customer upon delivery of all Software to Customer. If and to the extent any accessibility defects are identified, a list of accessibility defects with regard to Software that is or includes End User Software and all related Documentation shall be developed by Licensee and Customer, with input from hCentive.

Working with the AAC, the Accessibility Testing Vendor, other accessibility testing vendors, and hCentive, Licensee and Customer shall prioritize such defects.

(c) hCentive shall be responsible for curing, at no cost to Licensee or Customer, all additional accessibility defects in all Software that is or includes End User Software and all related Documentation that are identified by Customer as a result of Customer’s accessibility testing. hCentive will address the most severe defects first as such defects have been prioritized working with the AAC and the Accessibility Testing Vendor. Such cure of accessibility defects is required on or before the Subcontract Accessibility Date for the Software. Curing of such defects may require, among other things, writing new source code, shutting off inaccessible features, providing users with third party software in addition to their assistive technology, or providing disabled users with an alternative pathway to the inaccessible feature or the business process it automates.

(b) hCentive shall collaborate with Licensee, Customer, the AAC, and the Accessibility Testing Vendor and other accessibility testing vendors to resolve those accessibility defects in Software that is or includes End User Software and all related Documentation related to interoperability with the environments listed on the AT/IT List.

6.12 hCentive shall provide an updated VPAT for all Major Releases of the Software delivered during the term of the Agreement and shall comply with each accessibility statement contained therein.

6.13 Failure to meet the obligations set forth in this Section 6 of this Exhibit A shall be considered a material breach of this Agreement and a breach of the warranties set forth in Sections 5.1(n), 5.1(o) and 5.1(p) of the Agreement.