ADVISORY PARTNER & RESELLER LICENSE SCHEDULE
Effective Date: May 24, 2026 • Last Updated: August 27, 2026
This Advisory Partner & Reseller License Schedule ("Schedule") constitutes a legally binding institutional addendum to the Master Terms of Service between Elite Data Solutions ("EDS" or "Company") and authorized Healthcare Advisory Firms, CPA Accounting Practices, Management Consultancies, and Healthcare Legal Counsel ("Advisory Partner" or "Partner").
This Schedule establishes our binding commitments regarding 100% End-Client Contract Ownership, Perpetual Non-Circumvention, Derivative Workpaper IP Title, and Wholesale Audit Capacity Blocks.
1. INSTITUTIONAL LEGAL FRAMEWORK & PRIVITY
2. CLIENT RELATIONSHIP OWNERSHIP & SILENT MULTIPLIER PROTOCOL
- Exclusive End-Client Ownership: The Advisory Partner retains 100% exclusive title, control, and ownership over the hospital client contract, billing relationship, and strategic advisory mandate. EDS acquires zero legal, equitable, or commercial interest in partner client accounts.
- Back-Office Obfuscation: EDS functions exclusively as a silent technical capacity multiplier. In all diagnostic outputs, notification receipts, and data pipelines, EDS remains fully obfuscated under the Partner's white-label parameters.
- Prohibited Direct Contact: EDS personnel are strictly prohibited from attending client meetings, participating in pitch calls, or communicating with end-client personnel without explicit written authorization from the Advisory Partner.
3. STRICT PERPETUAL NON-CIRCUMVENTION & NON-SOLICITATION
Irrevocable Non-Circumvention Covenant & Liquidated Damages
EDS provides an absolute, irrevocable, and indefinite guarantee that it shall not, directly or indirectly, circumvent, bypass, market to, or eliminate the Advisory Partner from any business opportunity or active hospital engagement with an Identified Client. For any breach of this covenant, EDS agrees to pay liquidated damages calculated as a percentage of the total gross transaction value or realized fee diversion, preserving fair pre-estimates of lost advisory goodwill.
- Contact Firewalls: EDS maintains strict internal firewalls barring sales and marketing teams from initiating cold outreach, digital ads, or independent RFP bids targeted at an Advisory Partner's registered hospital clients.
- Executive Non-Solicitation: During the active term and for five (5) years post-termination, EDS shall not solicit, entice away, or hire any officer, director, or executive lead of an Identified Client.
4. WHITE-LABEL COMMERCIAL LICENSING & DERIVATIVE WORKPAPER IP
- White-Label License Grant: EDS grants the Advisory Partner a non-exclusive, worldwide, fully paid-up commercial license to rebrand, white-label, embed, and integrate the 3-Tier Diagnostic Stack into its service offerings.
- 100% Derivative Workpaper Ownership: The Advisory Partner owns all right, title, and interest in and to all derivative workpapers, pitch decks, client scorecards, board presentations, and custom diagnostic rules configured during engagements. EDS hereby assigns all rights in such derivative deliverables to the Partner upon creation.
- Platform Source Code Retention: EDS retains sole ownership of baseline parsing algorithms, streaming architecture, machine code, and core platform enhancements.
5. AUDIT CAPACITY BLOCK RETAINERS & WHOLESALE CONFIDENTIALITY
- Capacity Credit Rollover: Unused diagnostic processing credits within an annual capacity block automatically roll over into subsequent quarters throughout the contract term.
- Wholesale Price Confidentiality: EDS contractually commits never to publish or disclose wholesale rate cards to hospital end-clients or third-party market participants. All pricing schedules are provided directly to qualified partners under bilateral NDA.
6. DOWNSTREAM HIPAA SUBCONTRACTOR BAA (IF APPLICABLE)
- Statutory Role: While public MRF files do not contain PHI, if an Advisory Partner engagement requires ingestion of confidential historical claims or remittance data, EDS executes an Enterprise Downstream Subcontractor BAA under 45 CFR § 164.504(e).
- 24-Hour Breach Notification: In the event of a security incident involving unsecured PHI, EDS will formally notify the Advisory Partner within twenty-four (24) hours.
- NIST SP 800-88 Sanitization: All data processed within custom partner sandboxes is destroyed using NIST SP 800-88 compliant data wiping standards upon engagement completion.
7. CONTRACTUAL GOVERNANCE & DISPUTE RESOLUTION
This Schedule takes precedence over standard Terms of Service regarding partner client relationships and non-circumvention covenants. All disputes arising hereunder shall be resolved through binding commercial arbitration administered under UNCITRAL rules seated in New Delhi, India, enforceable internationally under the New York Convention of 1958.
8. EXECUTIVE PARTNERSHIP DESK
To execute an Advisory Partner Capacity Block agreement or register hospital clients under our confidential registry, contact our executive deal desk at sru@elitedatasolution.net.