DRAFT — NOT LEGAL ADVICE. Attorney review required before use.

TEMPLATE. Draft for ViaVela Solutions LLC (a Nebraska limited liability company) for a ViaVela Medeor evaluation. Have a licensed attorney — ideally one who advises health-care clients — review before you sign. Fill every bracketed […] item and delete this banner first. This is deliberately an EVALUATION agreement, not a clinical pilot agreement. Medeor's own status document states it is not cleared for real patient data and not a certified clinical system. A document permitting real patient data would misrepresent the product.

ViaVela Medeor Evaluation Agreement (Synthetic Data Only)

Effective date: [EFFECTIVE DATE — fill at signing]

Between ViaVela Solutions LLC, a Nebraska limited liability company, P.O. Box 13001, Offutt AFB, NE 68113 ("ViaVela"), and [ORGANIZATION LEGAL NAME], a [entity type] located at [ADDRESS] ("Evaluator").

1. What this is

Evaluator will assess ViaVela Medeor — a clinic workflow system with local-first AI decision support — using synthetic data only, and give ViaVela candid feedback. This is a software evaluation. It is not a clinical deployment, not a pilot with patients, and not an engagement to provide health-care services or clinical software for live use.

2. THE CENTRAL RESTRICTION — no real patient data

Evaluator will NOT enter, upload, transmit, or otherwise place any real protected health information (PHI), personally identifiable patient information, or real patient record into Medeor during this evaluation. All data used must be synthetic or fully de-identified test data created for the evaluation.

This is not a formality. Medeor has not completed the security, privacy, and clinical-safety work required before it can responsibly hold real patient records, and ViaVela makes no representation that it is fit to do so. Sections [3, 4] below explain what is and is not true of the product today.

If Evaluator places real patient data into the system in breach of this Section, Evaluator does so on its own responsibility and must notify ViaVela immediately so the data can be removed.

3. What Medeor is — and is not

Medeor is not:

• a certified or accredited clinical system;
• a medical device, or a substitute for clinical judgment;
• a diagnostic tool. The AI produces decision support — an advisory urgency signal and considerations for a clinician to evaluate — and never a diagnosis or a verdict;
• HIPAA-certified. No such certification exists for software, and ViaVela does not claim HIPAA, SOC 2, or any other compliance certification.

Medeor is: software that records a clinic's workflow — arrival through checkout — holds a longitudinal chart, and offers clinician-facing AI decision support that a licensed clinician independently evaluates.

4. AI decision support — how it behaves

• The clinician decides. Every AI output is advisory. Nothing in the system writes a diagnosis, assigns a code, or takes a clinical action on its own.
• Patients do not see AI output. Assessments, pre-consult briefs, considerations, and urgency signals are withheld from patient-facing responses and from a patient's own record export.
• Local-first. The default AI provider runs on the clinic's own hardware, so evaluation data used for AI features stays on that machine. An optional cloud provider exists and is off by default; enabling it sends content to that third party, and Evaluator must not enable it with anything other than synthetic data.
• Honest failure. Where the AI cannot be reached, or where retrieval or parsing fails, the system says so rather than presenting an empty or fabricated result.

5. Deployment

The recommended and default deployment is on-premises, on hardware Evaluator controls. Where Evaluator instead runs a hosted instance, the sub-processors and data locations for that instance must be agreed in writing before any data is entered.

6. Evaluation Term

[start date] through [start date + 60 days], unless extended in writing. Either party may end the evaluation on 7 days' written notice for any reason, and ViaVela may end it immediately if it believes real patient data has been entered.

7. Fees

The evaluation is provided at no charge unless stated here: [FEE — or "none"].

8. Feedback

Evaluator grants ViaVela a perpetual, royalty-free right to use feedback about the product. Feedback does not include Evaluator's own data.

9. Confidentiality

Each party will protect the other's non-public information for 3 years from disclosure, excluding information that is public, independently developed, or lawfully received from a third party. Medeor's non-public documentation, security posture, and unreleased functionality are ViaVela's confidential information.

10. No warranty; limitation of liability

THE SOFTWARE IS PROVIDED "AS IS" FOR EVALUATION. To the extent permitted by law, ViaVela's total liability under this Agreement is limited to [$100 — counsel to confirm]. Because no real patient data is permitted, this Agreement does not allocate risk for clinical harm — a clinical deployment requires a separate agreement, and separate counsel review, that this document deliberately does not attempt.

11. What comes before a real pilot

A deployment involving real patient data would require, at minimum: a Business Associate Agreement executed with counsel; completion of the outstanding items in Medeor's blocker register; an encryption-at-rest key-management review; a decision on the front-desk access scope; and Evaluator's own privacy and security assessment. None of that is in scope here.

12. Governing law

[GOVERNING LAW STATE — counsel to confirm; ViaVela Solutions LLC is a Nebraska entity], excluding conflict-of-laws rules. Venue: [___ County, Nebraska — confirm with counsel].

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Exhibit A — Evaluation details

• Evaluator primary contact: [name, title, email, phone]
• ViaVela primary contact: [YOUR NAME], legal@viavelahq.com
• Evaluation Term: [start date] – [start date + 60 days]
• Deployment: [ ] On-premises (recommended) [ ] Hosted — requires written sub-processor agreement first
• AI provider: [ ] Local (default) [ ] Cloud — synthetic data only, requires written acknowledgment
• Data confirmation: Evaluator confirms that all data entered will be synthetic or fully de-identified. Initials: ______

ViaVela Solutions LLC: ____________________ Date: ______

[ORGANIZATION LEGAL NAME]: ____________________ Date: ______

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