Software Services Agreement

reCare Australia Pty Ltd and Community Pharmacy Software Services Agreement

Effective Date: 15 September 2025

Parties: reCare Australia Pty Ltd ABN 34 637 680 114 ("reCare") and a Consenting Pharmacy ("Pharmacy")

1. Purpose and Scope

This Agreement governs the provision of reCare software services to community pharmacies in Australia. reCare provides digital solutions that integrate with pharmacy dispensary software to support clinical programs and medication-related initiatives, helping pharmacies improve patient care and operational efficiency.

2. Services Provided

2.1 Core Services

reCare provides software that connects to pharmacy dispensary systems to:

• Send automated medication reminders to patients

• Manage prescription repeats and arrange delivery services

• Facilitate video and chat consultations

• Support clinical campaigns and patient education programs

• Assess medication risks and drug interactions

• Generate reports on program performance and outcomes

2.2 Third-Party Funded Programs

Some clinical programs are funded by third parties including government agencies, health insurers, or pharmaceutical companies. When participating in these programs, reCare will provide high-level performance reports to funding partners to demonstrate program effectiveness.

3. Data Access and Use

3.1 Pharmacy Data Access

The Pharmacy grants reCare permission to access dispensary software and pharmacy systems to collect information necessary for service delivery, including:

• Patient prescription information

• Pharmacist and prescriber details

• Dispensing activity data

• Clinical intervention records

3.2 Data De-identification and Sharing

The Pharmacy consents to reCare sharing de-identified, non-reidentifiable data with partners who support pharmacy operations and clinical programs. This data sharing:

• Will only occur after effective de-identification processes that reduce re-identification risk to very low levels

• Supports program evaluation, research, and service improvement initiatives

• Helps demonstrate program outcomes to funding partners

• Does not include patient names, addresses, Medicare numbers, or other direct identifiers

3.3 Commercial and Reporting Use

The Pharmacy acknowledges and consents that reCare and its partners may use de-identified data for:

• Commercial analysis and business intelligence purposes

• Industry reporting and benchmarking activities

• Research and development of new services and programs

• Market analysis and trend identification

In all such uses, reCare commits that neither the pharmacy nor any personally identifiable information will be disclosed or identifiable in any reports, publications, or commercial activities.

3.4 Privacy Compliance

reCare commits to handling all pharmacy data in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles. This includes:

• Implementing technical and organisational measures to secure personal information

• Taking reasonable steps to ensure overseas data recipients comply with Australian privacy standards

• Maintaining appropriate security safeguards and access controls

• Providing data breach notification as required by law

4. Software Installation and Updates

4.1 Installation

The Pharmacy consents to installation of reCare software either directly on pharmacy systems or through approved IT providers to enable service delivery.

4.2 Updates and Maintenance

reCare may install software updates and new releases to improve performance, add features, or resolve issues. The Pharmacy will be notified of significant updates where practical.

5. Fees and Payment

5.1 Service Fees

Fees for services are set out in the separate Service Schedule. reCare may adjust fees with 30 days' written notice.

5.2 Payment Terms

Invoices are payable within 30 days of issue. Services may be suspended for overdue accounts after reasonable notice.

6. Pharmacy Responsibilities

6.1 Professional Obligations

The Pharmacy remains fully responsible for:

• Operating in compliance with all pharmacy laws and professional standards

• Ensuring appropriate patient consent for data collection and program participation

• Maintaining professional liability insurance

• Exercising clinical judgment in patient care decisions

6.2 Data Security

The Pharmacy will maintain appropriate security measures for its systems and promptly notify reCare of any suspected data breaches or security incidents.

7. Intellectual Property

7.1 Software Rights

reCare retains all intellectual property rights in its software and systems. The Pharmacy receives a limited licence to use the software solely for agreed services.

7.2 Pharmacy Data

The Pharmacy retains ownership of all pharmacy data. reCare's use of this data is limited to service delivery and the purposes outlined in this Agreement.

8. Liability and Insurance

8.1 Service Limitations

reCare provides software solutions and data processing services. Clinical decisions and patient care remain the pharmacy's responsibility.

8.2 Liability Cap

Each party's liability is limited to direct damages not exceeding the fees paid under this Agreement in the 12 months preceding the claim.

8.3 Excluded Losses

Neither party is liable for indirect, consequential, or lost profit damages except in cases of wilful misconduct or fraud.

9. Term and Termination

9.1 Term

This Agreement continues until terminated by either party with 30 days' written notice.

9.2 Effect of Termination

Upon termination:

• Software access will cease

• Data sharing arrangements will end

• Each party will delete or return confidential information as requested

• De-identified data may be retained for research and program evaluation purposes

10. Compliance and Standards

10.1 Privacy Standards

Both parties will comply with current Australian privacy laws including the Privacy Act 1988 (Cth) as amended by recent reforms.

10.2 Professional Standards

The Pharmacy will ensure participation in reCare programs complies with relevant professional practice standards and quality care pharmacy requirements.

11. Dispute Resolution

Disputes will be resolved through good faith negotiation, followed by mediation if necessary, with Australian courts having jurisdiction for any unresolved matters.

12. General Terms

12.1 Entire Agreement

This Agreement, together with any Service Schedules, constitutes the complete agreement between the parties.

12.2 Amendments

Changes must be in writing and signed by both parties.

12.3 Governing Law

This Agreement is governed by Australian law and the laws of the state where the pharmacy is located.