Master Agreement

BETWEEN

[LICENSEE]

AND

PREMIER WELLNESS PARTNERS

This License and Administrative Services Agreement (“Agreement”) is made by and among [LICENSEE], and Premier Wellness Partners, a New York limited liability company (“Licensor”). This Agreement is effective as of the date on the Client Service Agreement.

RECITALS:

A. Licensor has developed and offers to clients a weight loss program in accordance with a proprietary business model.

B. Licensee owns and operates a business (the “Business”) and wishes to supplement the Business’s existing business by offering at the Business services as a Weight Loss Service Operator (as defined below) utilizing Licensor’s business model and, in this regard, Licensee wishes to obtain from Licensor the licenses and administrative services described below. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, and/or other good, valuable and sufficient consideration, Licensee and Licensor agree as follows:

ARTICLE ADEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

[“Brokerage Fee” has the meaning set forth in Section 6.4.]

“Effective Date” has the meaning set forth in the opening paragraph.

“Licensed Personnel” has the meaning set forth in Section 4.1.

“Management Fee” has the meaning set forth in Section 6.3.

“Mark” means the trade name “Premier Wellness Partners TM” owned by Licensor.

“Person” means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization or other entity.

“Program” means Licensor’s proprietary weight loss program, as the same is modified, enhanced or supplemented by Licensor from time to time, conducted under Licensor’s Mark and consisting without limitation of examining and diagnosing, treating and monitoring patients’ health conditions related to weight and weight control; writing prescriptions and conducting medication management and performing any other health care services related to weight control and loss in such manner and to such extent as is permitted under the laws, rules and regulations applicable to health care providers in each applicable state; and engaging Program Physicians to consult with Licensor’s patients and prescribe them medications, where needed, in the course of their respective weight loss regimes.“ Program Physician” means a physician employed by or under contract to Licensor from time to time and duly licensed pursuant to applicable laws and regulations to prescribe Weight Loss Medications and offer weight loss related medical advice and treatment to patients.“ Prohibited Activity” means, except as provided for in this Agreement with respect to the Weight Loss Unit, activity in which Licensee or Owner contributes Licensee’s or Owner’s resources, knowledge or working time, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, equity owner, officer, volunteer, intern, or any other similar capacity to a Person engaged in a Weight Loss Service Operator business where such business enterprise is located or planned for location within the Service Area. “Recognized Broker” means, if one has been engaged, a business broker with which Licensor and Licensee have contracted in writing to provide brokerage services in connection with the execution and delivery of this Agreement.“Term” has the meaning set forth in Section 1.2.“Unit Operating Income” means, with respect to any period (i) the net operating income of the Weight Loss Unit as determined in accordance with generally accepted accounting principles plus (ii) (to the extent deducted in determining the amount in clause (i)) taxes, interest, depreciation and amortization, extraordinary items and company-wide overhead allocations and (iii) before any provision for the Management Fee or Brokerage Fee.“Weight Loss Medications” means collectively such drugs and vitamins as form a part of the offered treatments contemplated by the Program, including without limitation Semaglutide and Tirzepatide. “Weight Loss Service Operator” means a Person who offers medical or nonmedical services to clients consisting of various forms of assistance in losing body weight or maintaining a desired body weight including, without limitation, some or all of the following: individual or group counseling; menu or exercise planning, weight and body measurement monitoring; sale of food supplements and other weight-reduction products; or prescription of weight loss medications.“ Weight Loss Unit” has the meaning set forth in Section 3.1.

ARTICLE 1

ENGAGEMENT AND TERM

1.1 Engagement of Licensor. Licensee hereby engages Licensor to provide during the Term management and administration services for the Weight Loss Unit as described in this Agreement on the terms and conditions described herein, and Licensor accepts such engagement, subject to the terms and conditions of this Agreement.

1.2 Term. The term of this Agreement (the “Term”) shall be as set forth in Article 7 and shall include the Initial Term (as defined herein) and any renewal terms.

ARTICLE 2

DUTIES AND RESPONSIBILITIES OF LICENSOR

During the Term, subject to the provisions of Section 3.2, Licensor shall provide such of the following services as are necessary and appropriate for the setup and day-to-day administration and management of the Weight Loss Unit in a manner consistent with the Program.

2.1 Program Physician Consultations. Licensor shall provide Licensee and Weight Loss Unit patients reasonable access to Licensor’s Program Physicians for remote consultations for the purpose of prescribing weight loss treatments and prescription weight loss drugs.

2.2 Pharmacy Services. Licensor shall dispense to Licensee or Weight Loss Unit patients directly such Weight Loss Medications as are utilized from time to time in the Program and, where necessary, as are prescribed by Program Physicians.

2.3 Malpractice Insurance. Licensor shall cause Licensee to be covered with respect to the Weight Loss Unit under Licensor’s malpractice insurance policies in force from time to time in an amount deemed reasonable by Licensor.

2.4 Licenses and Permits. Licensor shall coordinate all reasonable and necessary actions to maintain all licenses, permits and certificates required for the operations of the Weight Loss Unit, not including the individual professional licenses of Licensee or Owner.

2.5 Personnel. Licensor shall work with Licensee to establish and implement guidelines for recruiting, selecting, hiring, terminating, disciplining, compensating, terms, conditions, obligations and privileges of employees of or third-party contractors to the Weight Loss Unit. Licensor shall train Licensee personnel with respect to all aspects of operating the Weight Loss Unit including, but not limited to, administrative, financial, technology, business and accounting software, equipment maintenance matters and protocols for medical care.

2.6 CRM and Pharmacy Software. Licensor shall provide Licensee remote access to use the Program’s customer relationship management software and pharmacy software (“CRM and Pharmacy Software”) in the operation of the Weight Loss Unit.

2.7 Marketing. Licensor shall make its marketing team available remotely for reasonable consultations and advice on marketing matters for the business of the Weight Loss Unit.

2.8 General Assistance. Licensor shall provide Licensee reasonable consultation, advice and assistance as needed to enable Licensee to fulfill more successfully its responsibilities provided for in Article 4.

ARTICLE 3

WEIGHT LOSS UNIT; RELATIONSHIP OF THE PARTIES; CONTROL OF LICENSEE

3.1 Weight Loss Unit. Subject to the terms and conditions of this Agreement, Licensee agrees to establish, conduct and operate, in and from the Spa location, a new line of business as a Weight Loss Service Operator following a model consistent with the essentials of the Program. Licensee shall treat such new business for accounting purposes model as a distinct business unit (the “Weight Loss Unit”) separate from Licensee’s other lines of business.

3.2 Sole Authority to Practice. Notwithstanding the other provisions of this Agreement, Licensee shall have exclusive authority and control over the healthcare aspects of Licensee and the Weight Loss Unit to the extent they constitute the practice of a licensed healthcare profession, including all diagnosis, treatment and ethical determinations with respect to patients which are required by law to be decided by a licensed professional. Except as provided in Section 2.1, Licensor shall not be required or permitted to engage in, and Licensee shall not request Licensor to engage in, activities that constitute the practice of medicine or another health profession. Licensor shall not direct, control, attempt to control, influence, restrict or interfere with Licensee’s exercise of independent clinical, medical or professional judgment in providing healthcare or medical-related services. The parties hereto have made all reasonable efforts to ensure that this Agreement complies with any corporate practice of medicine prohibitions in the applicable state(s). The parties hereto understand and acknowledge that such laws may change, be amended, or have different interpretations in the future, and the parties intend to comply with such laws in the event of such occurrences.

ARTICLE 4

RESPONSIBILITIES OF LICENSEE

4.1 Licensed Professionals. Subject to Article 2, Licensee shall have the authority to engage (whether as employees or as independent contractors), promote, discipline, suspend and terminate the services of all licensed professional employees (“Licensed Personnel”) required in the operation of the Weight Loss Unit. Any employment contracts or other contracts with Licensed Personnel for the provision of professional services shall include terms agreed upon by Licensor and Licensee. Licensee shall control all aspects of the practice of Licensed Personnel, including clinical supervision of such Licensed Personnel. Licensee shall, in consultation with Licensor, establish work schedules for all Licensed Personnel necessary to ensure adequate coverage for the Weight Loss Unit. Licensee shall ensure that all Licensed Personnel employed or contracted by Licensee are: (i) appropriately licensed; and (ii) appropriately supervised with respect to the provision of medical services to patients in accordance with all applicable laws. Specifically, Licensee and its supervising Licensed Personnel shall have full responsibility for and shall supervise the medical and clinical aspects of each Licensed Personnel’s work as required by applicable law. Licensee shall consult with Licensor prior to engaging new Licensed Personnel. Licensee shall consult with Licensor from time to time regarding the number, work schedules and evaluation of the Licensed Personnel employed or engaged by Licensee. Licensee shall staff its practice as required for the efficient operation of the Weight Loss Unit, and as otherwise necessary to meet the requirements of applicable third-party contracts and applicable law. Licensee shall provide full and prompt medical coverage for the Weight Loss Unit consistent with comparable practice standards contemplated by the Program.

4.2 Equipment, Supplies, Space and Technology. Licensee, at its sole cost and expense, shall lease, license, procure or otherwise arrange for the provision of equipment, supplies, space, technology and services for the operation of the Weight Loss Unit by Licensee, including without limitation the following:(a) examination rooms, waiting area, reception area, break room and restroom,(b) such furniture, fixtures, computer and other equipment and supplies as Licensor shall specify or recommend,(c) in consultation with Licensor, a website and URL domain (or enhancement of Licensee’s existing website and URL domain), designed and built by such firms as shall be reasonably acceptable to Licensor, (c) utilities, and (c) maintenance for the space and equipment to be provided by reputable firms serving the Service Area.

4.3 Accounting.

(a) Licensee shall establish and administer, or hire an accountant to administer, accounting procedures and controls and systems, using Generally Accepted Accounting Principles, for the development, preparation, and keeping of records and books of accounting dedicated specifically to the business and financial affairs of the Weight Loss Unit on a separate basis, including the preparation of required tax reports and returns, and in sufficient detail to verify the completeness and accuracy of any Management Fee Report submitted under Section 6.3 and the calculation of any payments due to Licensor under Article 6. Licensee shall maintain such records for at least six (6) years after the expiration or termination of this Agreement.

(a) At no cost or expense to Licensor, Licensee will provide to Licensor, electronically, daily access to all Licensee product and service information along with weekly summaries, in such form as may be reasonably specified by Licensor from time to time, of all performance information as to Licensee's operation of the Weight Loss Unit, including, but not limited to and daily revenue data.

4.4 Reports and Information. Licensee shall furnish Licensor, in a timely fashion, a minimum of monthly reports or more frequent operating reports and other reports with respect to the Weight Loss Unit as reasonably requested by Licensor, including without limitation (a) copies of bank statements, (b) financial statements, and (c) proof of insurance that Licensee is required to purchase and maintain under this Agreement.

4.5 Billing and Collection. Licensee shall establish and maintain credit and billing and collection policies and procedures, and shall exercise reasonable efforts to bill and collect in a timely manner all professional and other fees for all billable services provided by the Weight Loss Unit. In connection with the billing and collection services to be provided hereunder, Licensee hereby appoints Licensor as Licensee’s exclusive true and lawful agent, and Licensor hereby accepts such appointment, for the purposes of billing, in Licensee’s name and on Licensee’s behalf, all claims for reimbursement or indemnification from employers, patients, insurance companies, HMOs and plans, all state or federally funded benefit plans, and all other third party payors or fiscal intermediaries for all covered billable medical care provided by or on behalf of Licensee to Weight Loss Unit patients.

4.6 Expenditures. Licensee shall manage all cash receipts and disbursements of the Weight Loss Unit, including the payment of all rent, utilities and other operating expenses, taxes, assessments, insurance premiums, licensing fees for Licensee, Owner and Licensed Personnel, continuing education for Owner and Licensed Personnel, compensation for Owner and Licensee’s employees and other fees of any nature whatsoever in connection with the operation of the Weight Loss Unit as the same become due and payable, unless payment thereof is being contested in good faith by Licensee. If any of the foregoing items are paid and incurred by Licensee in furtherance of the Weight Loss Unit and any other Licensee business units, such costs and expenses shall be allocated by Licensee among the Weight Loss Unit and such other business units, respectively, in accordance with generally accepted accounting principles and in consultation with Licensor.

4.7 Budgets. At least thirty (30) days prior to the end of the fiscal year of Licensee, commencing with the first full fiscal year after the Effective Date, Licensee shall submit to the Licensor an annual budget, with an estimate of the operating revenues and expenses and capital expenditures for the Weight Loss Unit for the ensuing fiscal year. The budget shall contain an explanation of plans and projections regarding the operations of the Weight Loss Unit, utilization, services, staffing and other factors that may affect the budget. Upon approval of a budget by the Licensor, which approval shall not be unreasonably withheld, Licensee shall use its best efforts to operate the Weight Loss Unit so that actual expenses and revenues are consistent with the budget.

4.8 Third Party Contracts. Licensee shall enter into such contractual arrangements on its own behalf with respect to the Weight Loss Unit with primary care clinics, insurance companies and other third parties, subject to Licensor’s approval of such activities. Such contractual agreements shall include participating Licensee agreements with insurance companies and other third-party payors. Licensee agrees that it shall accept all obligations applicable to it and serve the patients under such agreements.

4.9 Marketing, Advertising and Public Relations Programs. Licensee shall develop, with Licensor’s consultation, marketing and advertising programs to be implemented by Licensee to effectively notify potential patients, clinics or others of the services offered by the Weight Loss Unit. Licensor shall advise and assist Licensee in implementing such communication programs.

4.10 Pricing. Licensee shall consult with the Licensor as to the prices to be charged to Weight Loss Unit patients and refrain from charging in excess of any maximum charges specified by Licensor.

4.11 Medical/Patient Records. Subject to the provisions of Article 6 and Article 7, Licensee shall be responsible for the confidentiality, privacy, maintenance, storage, retention and custody of all medical/patient records of Licensee. Licensee agrees to comply with all state and federal laws applicable to maintenance, storage, retention and custody of such records, including without limitation laws and regulations related to record confidentiality and privacy.

4.12 Insurance. Licensee shall maintain with financially sound and reputable insurance companies insurance (other than malpractice insurance) with respect to its properties and business against loss or damage of the kinds customarily insured against by persons engaged in the same or similar business, at the same or similar stage of development and at the same or similar location, and of such types and in such amounts as are customarily carried under similar circumstances by such persons and reasonably satisfactory to Licensor, and, at Licensor’s request, deliver to Licensor certified copies of insurance policies and evidence of all premium payments.

4.13 Exclusivity. During the Term of this Agreement, Licensor shall serve as Licensee’s sole and exclusive Licensor with respect to the Weight Loss Unit, and Licensee shall not engage any other person or entity to furnish Licensee with any technology or equipment for the conduct of the Weight Loss Unit, any policies or procedures for the conduct of the Weight Loss Unit, any contracts pursuant to which Licensee shall provide services to patients, or any of the financial, administrative or other services provided hereunder by Licensor.

4.14 Ordinary Course Operation. Without limitation of any responsibilities specifically assigned to Licensee under the terms of this Agreement, Licensee shall be responsible for operating the Weight Loss Unit in the ordinary course in accordance with the highest standards and remaining open for business to the public for no less than 35 hours per week.

ARTICLE 5

CERTAIN NEGATIVE COVENANTS

During the Term of this Agreement, Licensee agrees that Licensee will not, and Owner agrees that Owner will not permit Licensee to, do any of the following:

5.1 Selling. Sell goods or services of the Weight Loss Unit to persons other than end-user patients of the Weight Loss Unit.

5.2 Internet. Sell or make available the products or services of the Weight Loss Unit whether for the purposes of advertising, promotion, sales or otherwise through or on the World Wide Web, internet or any other electronic means without Licensor's prior written consent which shall be given subject to such conditions as the Licensor shall consider necessary to protect the goodwill and reputation of the Program; participate in or register with any internet group, web site or similar medium which has as its aim (whether stated or not) or effect the denigration of the Program or the Mark.

5.3 Changes in Business, Locations, etc. (a) change the date on which its fiscal year ends; (b) fail to provide notice to Licensor of any Licensed Personnel departing from or ceasing to be employed by Licensee within three (3) business days after such person’s departure; or (c) relocate the Weight Loss Unit, change or add a chief executive office or headquarters location.

ARTICLE 6

COMPENSATION

6.1 Initial Setup Fee. Licensee shall pay Licensor a one-time fee (the “Setup Fee”) as dictated in the Client Service Agreement ascompensation for Licensee’s services under this Agreement directed to the commencement of operations of the Weight Loss Unit.6.2
Monthly Software Fee. Licensee shall pay Licensor a fee (the “Software Fee”) as dictated in the Client Service Agreement permonth for access to the CRM and Pharmacy Software pursuant to Section 2.6.

6.3 Management Fee. Licensee shall pay Licensor a management fee (the “Management Fee”) in an amount equal to 0% of the monthly Unit Operating Income. Licensee and Licensor agree that payment of the Management Fee is not intended and shall not be interpreted as permitting Licensor to share in Licensee’s fees for medical services, but are acknowledged as the parties’ negotiated agreement as to the reasonable fair market value of Licensor’s services under this Agreement.

OPTIONAL:

6.4 Brokerage Fee. Licensee shall pay the Recognized Broker a brokerage fee (the “Brokerage Fee”) in an amount equal to 0% of the monthly Unit Operating Income. Licensee and Licensor agree that payment of the Brokerage Fee is not intended and shall not be interpreted as permitting the Recognized Broker to share in Licensee’s fees for medical services, but are acknowledged as the parties’ negotiated agreement as to the reasonable fair market value of the Recognized Broker’s services under the brokerage agreement among Licensor, Licensee and the Recognized Broker.

6.5 Payment Terms.

(a) Licensee shall pay (i) each of the Management Fee due under Section 6.3 [and Brokerage Fee due under Section 6.4] within 30 days after the end of the calendar month in which such payments become due and (ii) each of the Setup Fee (due under Section 6.1) and Software Fee (due under Section 6.2) within 30 days after Licensor delivers Licensee its invoice for the same.

(a) Licensee shall make all payments due hereunder (i) in US dollars by wire transfer of immediately available funds to a bank account designated in writing by Licensor [and by the Recognized Broker]; and (ii) without deduction of collection or other charges or withholding or other government-imposed fees or taxes.

(a) If any payment is not received by Licensor [or the Recognized Broker] on or before the due date for such payment, Licensee shall pay to Licensor [or the Recognized Broker, as applicable] interest on the overdue payment from the due date to the date such payment is received by Licensor [or the Recognized Broker, as applicable] at a rate of 29 percent (29%) per month, or if lower, the maximum amount permitted under applicable law.

6.6 Management Fee Reports. On or before the due date for all payments of the Management Fee to Licensor, Licensee shall submit to Licensor a report (a “Management Fee Report”) which shall include (i) Licensee’s Statement of Unit Operating Income for the applicable calendar month prepared in accordance with the Weight Loss Unit’s books and records and generally accepted accounting principles and (ii) Licensee’s calculation of the corresponding Management Fee, all in sufficient detail to permit confirmation of the accuracy of the calculation of the Management Fee payment made.

6.7 Audit. Licensor may at any time within 9 months following the end of any fiscal year of Licensee, nominate an independent certified public accountant (the “Auditor”) for the purpose of verifying one or more Management Fee Reports delivered by Licensee to Licensor for calendar months included within such fiscal year and the Management Fees paid in accordance with such Management Fee Reports. Licensee shall permit the Auditor to have access to Licensee's records kept in accordance with Section 4.3 upon reasonable notice to Licensee and during Licensee's normal business hours. Licensor shall provide to Licensee a copy of the Auditor's audit report within 15 days of Licensor's receipt of the report. If the report shows Licensee's payments are deficient, Licensee shall pay Licensor the deficient amount plus interest on the deficient amount, calculated in accordance with Section 6.5(c), within 15 days after Licensee's receipt of the audit report. If the report shows Licensee's payments are deficient by more than10%, Licensee shall pay the cost of the audit; otherwise Licensor shall pay the cost of the audit.

ARTICLE 7

RECORDS AND RECORD KEEPING

7.1 Access to Information. Licensee hereby authorizes and grants to Licensor full and complete access to all information, instruments and documents relating to Licensee which may be reasonably requested by Licensor to perform its obligations or exercise its rights hereunder, and shall disclose and make available to representatives of Licensor for review and photocopying all relevant books, agreements, papers and records of Licensee as reasonably needed by Licensor to perform its duties or exercise its rights hereunder. Licensee shall at all times during the Term, and at all times thereafter, make available to Licensor for inspection by its authorized representatives, during regular business hours, any Licensee records determined by Licensor to be necessary to perform its services and carry out its responsibilities hereunder or necessary for the defense of any legal or administrative action or claim relating to said records.

7.2 Patient Records. Licensee’s obligations under Section 7.1 shall include Licensee’s retention and maintenance of patient medical records, in full accordance with all applicable laws regarding confidentiality and retention.

7.3 Ownership. At all times during and after the Term of this Agreement, all business records and information, including, but not limited to, all books of account and general administrative records and all information generated under or contained in the management information system relating to the business and activities of Licensee, shall be and remain the sole property of Licensee; provided, however, that Licensee hereby grants Licensor a perpetual, royalty-free, irrevocable license to use any and all data developed by Licensee in the course of its business and activities, subject to Section 7.6.

7.4 Confidentiality of Records. Licensor and Licensee shall adopt procedures to assure the confidentiality of the records relating to the operations of Licensor and Licensee.

7.5 Maintenance, Retention and Storage of Records. Licensee agrees to maintain, retain and store on behalf of itself and Licensor all records in its possession, including, but not limited to, patient medical records for such periods required by applicable law. Patient medical records shall be stored in Licensee’s systems for the duration, and in such form and manner as required by applicable law. Thereafter, as consistent with applicable law, Licensee shall be entitled to dispose of such records as it deems necessary or appropriate; provided, however, Licensee shall provide sixty (60) days prior written notice to Licensor of its intent to dispose of such records, during which period Licensor may take control of or copy any or all of the records being disposed of, at its sole cost and expense, to the extent permitted by applicable law. This Section shall survive any termination of this Agreement and the dissolution of Licensee.7.6 HIPAA. Licensee, as a business associate of Licensor, agrees to comply with all applicable federal, state and local laws, including without limitation the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all implementing regulations issued pursuant thereto, as may be amended from time to time.

ARTICLE 8

TERM AND TERMINATION

8.1 Term. This Agreement shall have an initial term commencing as of the Effective Date and continuing in full force and effect through December 31 of the year which is 1 year from the Effective Date (“Initial Term”), andshall renew automatically for additional 1-year terms thereafter, unless terminated as provided herein.

8.2 Termination by Licensor Without Cause. Licensor may terminate this Agreement at any time without cause upon written notice to Licensee.

8.3 Immediate Termination by Licensor. Licensor shall have the right, but not the obligation, to terminate this Agreement immediately upon notice to Licensee of any of the following events: (i) the revocation, suspension, cancellation or restriction, in any manner, of any required license to operate the Weight Loss Unit by any government authority having jurisdiction within or over the Service Area and/or the DEA registration of Owner or any Licensed Personnel employed or engaged by Licensee; (ii) the conviction of Licensee, Owner or any Licensed Personnel employed or engaged by Licensee of any crime punishable as a felony under federal or state law or of any health care crime; (iii) the suspension or exclusion of Licensee, Owner or any Licensed Personnel employed or engaged by Licensee from any state or federal healthcare program; (iv) the date that Owner is no longer owns or controls Licensee, the date Owner dies, becomes permanently disabled, or disqualified under applicable law to be anowner of Licensee; (v) the merger, consolidation, reorganization, sale, liquidation, dissolution, or other disposition of all or substantially all of the equity interests or assets of Licensee without the prior written approval of Licensor;(vi) failure of the Licensee to pay the fees as set forth in Article 6; (vii) Licensee’s materially altering or changing the scope of the operation of the Weight Loss Unit without prior written approval of Licensor; or (viii) the Licensee’s breach of any provision of Article 9 or Article 10.

8.4 Termination by Either Party. This Agreement may also be terminated as follows:

(a) By mutual written agreement of the parties.

(a) By either party immediately upon the filing of a petition in bankruptcy or the insolvency of the other party.(a) Automatically upon the dissolution of the other party.

(a) By either party upon the expiration of the Initial Term or any subsequent renewal term, provided that such party gives the other party written notice at least thirty (30) days prior to the end of the Initial Term or any renewal term.

(a) By either party upon a material breach of a material provision hereof by the other party, provided that the non-breaching party provides the breaching party with one hundred twenty (120) days written notice of any such breach, during which period of time the breaching party shall have the opportunity to cure any such breach. If any such breach is cured by the breaching party during such period of time, it shall be as if such breach never occurred and this Agreement shall continue in full force and effect, unaffected by the non-breaching party’s notice.

8.5 Termination Obligations. Automatically upon the termination of this Agreement for any reason, including dissolution, the parties shall immediately disburse any available funds of Licensee in accordance with Article 6 in order to compensate Licensor for services rendered hereunder and as a termination or dissolution fee.8.6 Effect of Termination. In the event of termination, Licensee shall no longer have any right to items or services provided by Licensor hereunder and shall no longer have the right to use or otherwise benefit from the Mark or Intellectual Property (as hereinafter defined). Licensee shall also immediately take all steps necessary to change its legal name and trade names to cease using the Mark.

8.6 Medical Administration and Medical Advice. The Client shall not inject any GLP-1 medication provide medical advice to its patients, unless such actions are performed by an in-house licensed medical professional employed by the Client. In the event that the Client does not have an in-house licensed medical professional, the Client hereby agrees that, under no circumstances shall the Client inject patients with GLP-1 medication. The Client further agrees that the Client shall not advise patients on medication dosage and that all prescriptions and dosing decisions shall be made exclusively by the licensed medical professionals engaged by the Company. The Client shall not be liable for patients’ medical conditions resulting from GLP-1 medications, except in cases where the patient was instructed to follow directions from the Client that directly led to a negative reaction to the medication.

ARTICLE 9

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY INFORMATION

9.1 Limited License of Mark and Logo. Licensor hereby grants to Licensee the nonexclusive right and license to use the Mark and logos based on the Mark (collectively, the “Business Marks”) during the term of this Agreement. Licensor is and shall be the sole owner and holder of all rights, titles and interests to the Business Marks. Immediately upon the expiration or termination of this Agreement for any reason, Licensee shall cease all uses of the Business Marks and any similar name, trademark or logo. Licensee acknowledges Licensor’s ownership of the Business Marks and agrees that it shall do nothing inconsistent with the ownership, validity, goodwill or value of the Business Marks. All use of the Business Marks by Licensee and all goodwill associated therewith shall inure to the benefit of and be on behalf of Licensor. Licensee shall not register or seek to register any trademark or service mark which includes the Business Marks, alone or in composite form with other words or designs, nor shall Licensee register or seek to register any trademark or service mark which would be similar to the Business Marks. Without limiting the generality of the foregoing, Licensee shall not assert or claim that the Business Marks are descriptive, generic, or otherwise attack the validity, title or any rights of Licensor in or to the Business Marks or any Intellectual Property(as hereinafter defined). Licensee shall not sublicense the Business Marks or Licensee’s rights under this Agreement without the prior written consent of Licensor. Further, at any time during the term of this Agreement, Licensee shall promptly cease all uses of the Business Marks upon the request of Licensor.

9.2 Disclaimer. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE BUSINESS MARKS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO THE VALIDITY OR ENFORCEABILITY OF THE BUSINESS MARKS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO LICENSEE’S USE OF THE BUSINESS MARKS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Intellectual Property. Licensor is and shall be the exclusive owner and holder of all rights, titles and interests to the proprietary property of Licensor, including, without limitation, all confidential and trade secret material, software and hardware (including source codes and object codes), trademarks, service marks, trade secrets, patents, copyrights, Business Marks, Confidential Business Information (as defined below), technological systems, processes, procedures, clinical models, operational models, forms, form contracts and policy manuals, as well as any future enhancements, modifications, updates, derivative works or translations of the foregoing (collectively the “Intellectual Property”). Licensee agrees that it shall not at any time knowingly harm, misuse or bring into disrepute the Intellectual Property. Licensee shall promptly notify Licensor in writing in the event it becomes aware of any third-party infringing, misusing or otherwise violating any of the Business Marks or the Intellectual Property, or who it believes is, or may be infringing, diluting or otherwise derogating the Business Marks or the Intellectual Property.

9.4 Use of Intellectual Property. Licensee shall use the Intellectual Property provided by Licensor pursuant to this Agreement only for the purpose of conducting the operations of the Weight Loss Unit and solely in accordance with and subject to all of the terms and conditions of any license or sublicense agreements, leases or any other agreements to which any such Intellectual Property is subject, and shall not allow or permit any person to use the Intellectual Property or any portion thereof in violation of this Agreement or any such license, sublicense, agreements, lease or any other agreements. Licensor hereby grants Licensee a limited, non-exclusive, terminable, non-assignable license to use such Intellectual Property for the purposes set forth in this Agreement. Upon termination of this Agreement for any reason, Licensee’s limited license to use any Intellectual Property provided by Licensor shall be immediately terminated.

9.5 Confidentiality. Each of Licensee and Owner, on one side, and Licensor, on the other side, acknowledges that during the course of its relationship with the other side hereunder, it may receive information (in such capacity, each side a “Receiving Party”) which is proprietary and confidential to the other side (in such capacity, each side a “Disclosing Party”) and which the Disclosing Party wishes to protect from public disclosure. In recognition of the foregoing and in addition to any other requirements of confidentiality under applicable law, the Receiving Party hereby agrees not to disclose or use any of the Confidential Business Information of the Disclosing Party (except in connection with the performance of respective duties and exercise of respective rights hereunder) during the Term of this Agreement and an additional period of five (5) years thereafter. For purposes of this Agreement, “Confidential Business Information” shall mean any and all information, know-how and data, technical or non-technical, whether written, oral, electronic, graphic or otherwise of the Disclosing Party that is reasonably considered or treated as confidential and proprietary, and shall include, but not be limited to: (a) business methods,strategies and opportunities; (b) facilities and locations; (c) billing policies, procedures, processes and records;(d) tax returns and records; (e) any records, memoranda, emails and correspondence dealing with the business of the Disclosing Party; (f) financial, pricing and operational information, including all insurance records; (g) form agreements, checklists or pleadings; (h) contracts or agreements executed by or on behalf of the Disclosing Party with any Person; (i) member, stockholder, manager, officer, director and ownership information; (j) suppliers, marketing, and other information and know-how, all relating to or useful in the Disclosing Party’s business and which have not been disclosed to the general public; (k) this Agreement and any agreements contemplated hereby;(l) operational and business systems, policies and procedures; (m) software, processes, and systems design and any intellectual property, know-how and trade secrets; and (n) client and patient lists and information.The Receiving Party agrees and acknowledges that the Confidential Business Information of the Disclosing Party, as such may exist from time to time, constitutes valuable, confidential, special and unique assets of the Disclosing Party. The Receiving Party agrees that the documents relating to the business of the Disclosing Party, including all Confidential Business Information, are the exclusive property of the Disclosing Party.9.6 Survival. The parties understand and agree that the obligations and duties under this Article 9 do not cease upon termination of this Agreement.

ARTICLE 10

NON-COMPETITION; NON-SOLICITATION

10.1 Prohibited Activity. Because of Licensor’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to Licensee (of which Owner is a beneficiary), the sufficiency of which is acknowledged, each of Licensee and Owner agrees during the Term of this Agreement and an additional period of one (1) year thereafter not to engage or participate in Prohibited Activity.

10.2 Non-Solicitation of Patients. Because (a) the Weight Loss Unit’s relationships with its patients will be of great competitive value; (b) Licensor will invest and continue to invest substantial resources in developing and preserving the patient relationships and goodwill; and (c) the loss of any such patient relationship or goodwill will cause significant and irreparable harm to the Weight Loss Unit and Licensor, each of Licensee and Owner agrees during the Term of this Agreement and an additional period of one (1) year thereafter not to directly or indirectly solicit, contact, or attempt to solicit or contact, using any other form of oral, written, or electronic communication, including, but not limited to, email, regular mail, express mail, telephone, fax, or instant message, or social media, including but not limited to Facebook, LinkedIn, Instagram or X Corp, or any other social media platform, whether or not in existence at the time of entering into this Agreement, or meet with the Weight Loss Unit’s current, former, or prospective patients for purposes of offering services similar to or competitive with those offered by the Weight Loss Unit. However, it will not be deemed a violation of this Agreement if Licensee or Owner merely updates Licensee’s or Owner’s LinkedIn profile, or connects with a covered patient or former patient on Facebook or LinkedIn, without engaging in any other substantive communication, by social media or otherwise, that is prohibited by this Section 10.2.

10.3 Employment Agreements. Licensee shall ensure that any and all agreements between Licensee and any Licensed Personnel or other key employees of or contractors to Licensee contain non-competition agreements and restrictive covenants satisfactory to Licensor. Licensee shall take any and all steps necessary to enforce such restrictive covenants with such persons to the fullest extent permitted by law.

10.4 Certain Exceptions.

(a) Nothing in this Agreement shall prohibit Licensee or Owner from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that neither Licensee nor Owner is a controlling person of, or a member of a group that controls, such corporation.

(a) This Article 10 does not, in any way, restrict or impede Licensee or Owner from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Licensee or Owner shall promptly provide written notice of any such order to Licensor.

10.5 Survival. The provisions of this Article 10 shall survive the termination or expiration of this Agreement.

ARTICLE 11

REPRESENTATIONS AND WARRANTIES; CERTAIN LIABILITIES

11.1 By Licensee and Owner. Licensee and Owner, jointly and severally, represent and warrant that:

(a) each of them has the requisite power and authority and all necessary rights and authorizations to execute, deliver and perform its obligations under this Agreement;

(b) each of them has all necessary rights, permits and licenses to enable it or him to perform and fulfill its or his obligations under this Agreement in compliance with all applicable laws;

(c) the execution, delivery and performance of this Agreement by them, respectively, is not limited or restricted by and does not violate any applicable law or contract or the rights of any third party;

(d) each of them will comply with all applicable laws in performing its obligations under this Agreement, including identifying and procuring permits, licenses, certifications, approvals and inspections required under such laws and upon becoming aware of any actual or alleged non-compliance by either of them with any applicable laws in connection with its or his performance of this Agreement, each of them will notify Licensor of such actual or alleged non-compliance within five (5) business days of its or his becoming aware thereof;

(e) Licensee will be perform its obligations under this Agreement in a professional, prompt and diligent manner in accordance with the standards prescribed by the Program and the training and advice it receives from Licensor, and

(f) Licensee will utilize industry recognized virus detection software and tools designed to identify and remove viruses, worms, programs or subroutines that are intended to cause interference with the efficient operation of software or hardware, including hardware or software that is used by Licensee in connection with the operation of the Weight Loss Unit, and if such a virus, worm, program or subroutine is introduced into any such Licensee hardware or software, Licensee shall immediately notify Licensor of same use commercially reasonable efforts to remove same as promptly as possible.

11.2 Of Licensor. Licensor represents and warrants that: (a) its obligations under this Agreement will be performed in a professional, prompt and diligent manner by individuals with suitable training, education, experience, and skill to provide the products and services to be provided by Licensor to Licensee under this Agreement; (b) it will exercise in the performance of its obligations under this Agreement that standard of care and skill normally exercised by suppliers expert in the provision of similar products and services; (c) it has the requisite power and authority and all necessary rights and authorizations to execute, deliver and perform its obligations under this Agreement; (d) it has the necessary rights to grant to Licensee the rights, licenses and benefits set out in this Agreement; (e) the execution, delivery and performance of this Agreement by Licensor does not violate any applicable law or contract to whichLicensor is subject or is a party; and (f) it will comply with all applicable laws in performing its obligations under this Agreement, including identifying and procuring permits, licenses, certifications, approvals and inspections required under such laws.

11.3 Disclaimer of Warranties. EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS PROVIDED BY ANY OTHER PARTY (INCLUDING WITH RESPECT TO LICENSOR, CONCERNING THE PRODUCTS OR SERVICES SUPPLIED (INCLUDING FUNCTIONALITY, PERFORMANCE, OPERATION OR USE BY LICENSEE OR ITS PATIENTS OR NON-INFRINGEMENT) AND ANY OTHER SERVICES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF EFFECTIVENESS, COMPLETENESS, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE (OR THAT ALL ERRORS CAN OR WILL BE CORRECTED) OR WILL MEET LICENSEE’S REQUIREMENTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN ADVICE GIVEN BY LICENSOR OR ITS AGENTS OR EMPLOYEES IN RESPECT OF THE PRODUCTS OR SERVICES CREATES A WARRANTY OR IN ANY WAY INCREASES LICENSOR’S LIABILITY. ANY THIRD-PARTY PRODUCTS (E.G. MEDICATIONS) AND SERVICES SUPPLIED OR UTILIZED ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER.

11.4 Limitation of Liability. IN NO EVENT SHALL ANY PARTY OR ANY OF ITS AFFILIATES, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS AND AGENTS BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, AGGRAVATED OR PUNITIVE LOSS OR DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOST REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, BUSINESS INTERRUPTION OR OTHER COMMERCIAL OR ECONOMIC LOSS OR DAMAGES OF ANY KIND (AND WHETHER RESULTING FROM LOSS OF OR DAMAGE TO DATA, DATA BREACHES, SOFTWARE OR SYSTEM FAILURE OR SUPPORT FAILURE), HOWSOEVER CAUSED AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE EXCLUSIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE.The limitations in this Section 11.4 do not apply to (a) breach by any party of its or his indemnification obligations under Article 12; or (b) breach by Licensee or Owner of its or his obligations under Sections 9.1 (Limited License of Mark and Logo), 9.3 (Intellectual Property), 9.4 (Use of Intellectual Property) or 9.5 (Confidentiality) or Article 10 (Non-Competition; Non-Solicitation).

11.5 Survival. The provisions of this Article 11 shall survive the termination or expiration of this Agreement.

ARTICLE 12

INDEMNIFICATION

12.1 By Licensee and Owner. Licensee and Owner, jointly and severally, hereby agree to indemnify, defend and hold harmless Licensor, its officers, directors, owners, members, managers, employees, agents, affiliates and contractors, from and against any and all claims, damages, demands, diminution in value, losses, liabilities, actions, lawsuits and other proceedings, judgments, fnes, assessments, penalties, awards, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising directly or indirectly, in whole or in part, out of (a) any material breach of this Agreement by Licensee or Owner, or (b) any negligent, grossly negligent or willful acts or omissions by Licensee, Owner, employees, Licensed Personnel, agents or contractors.

12.2 By Licensor. Licensor hereby agrees to indemnify, defend and hold harmless Licensee, Owner and Licensee’s officers, directors, owners, members, managers, employees, agents, affiliates and contractors, from and against any and all Claims arising directly or indirectly, in whole or in part, out of (a) any material breach of this Agreement by Licensor, or (b) any negligent, grossly negligent or willful acts or omissions by Licensor or its employees, agents or contractors.

12.3 Settlements. No indemnifying party shall settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in respect of which an indemnified party is entitled to indemnification hereunder (whether or not the indemnified party is a party thereto), without the prior written consent of the indemnified party; provided, however, that the indemnifying party shall be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and in no way affects any rights of the indemnified party.

12.4 Survival. The provisions of this Article 12 shall survive the termination or expiration of this Agreement.

ARTICLE 13

OWNER’S GUARANTY AND COVENANTS

13.1 Guaranty. In consideration of Licensor entering into this agreement with Licensee, Owner, as primary obligor, irrevocably and unconditionally (a) guarantees the full, prompt and complete performance by Licensee of each of its obligations under this Agreement; (b) guarantees the punctual payment of all sums payable by Licensee under this Agreement or in consequence of any breach of the provisions of this Agreement; (c) undertakes, immediately on demand, to perform or procure the performance of all Licensee's obligations referred to in clause (a) and (b) of this Section 13.1; and (d) undertakes to pay to Licensor, immediately on demand and unconditionally, such sum to make good all losses, damage, costs and expenses arising out of Licensee's failure to perform such obligations, or pay such sums on the due date, or Owner's failure to comply with the provisions of clause (a), (b) and (c) of this Section 13.1.

13.2 No Demand Required. Before making a demand under Section 13.1, it shall not be necessary for Licensor to have made a demand on, taken out proceedings against, or taken any action to enforce any security against Licensee or any other Person.

13.3 No Diminution of Liability. Owner’s liability under this Article 13 shall not be reduced, discharged or adversely affected in any way, by (a) any unenforceability, invalidity, irregularity, frustration or discharge by operation of law of any of Licensee's obligations under this Agreement; (b) any legal limitation, disability, incapacity or other circumstances relating Licensee or any other Person; (c) Licensor compromising, varying, extending, dealing with, renewing, releasing, refusing or neglecting to perfect or enforce any right, remedy or security against Licensee or anyother Person in respect of this Agreement or any other document or security; or (d) anything which, but for this provision, might discharge, reduce or extinguish any of Owner's liabilities under this Article 13.

13.4 Continuing Guarantee. Owner's guarantee is a continuing guarantee and shall continue in effect until Licensee has paid and performed all sums and all obligations under this Agreement.

13.5 No Exercise of Rights. Owner shall not, until all of Licensee's obligations under this Agreement have been finally performed and paid in full, exercise any right (a) of subrogation and indemnity; (b) to take the benefit of, share in or enforce any security or other guaranty or indemnity for any of the Franchisee's obligations; or (c) to prove in the bankruptcy or liquidation of Licensee, other than in accordance with Licensor's instructions.

13.6 Amounts to be Held in Trust. If Owner exercises any of the rights referred to in Section 13.5, he shall (a) hold any amounts recovered on trust for Licensor and (b) pay them to Licensor on demand.

13.7 Certain Assurances. During the Term, Owner shall (a) procure that Licensee performs all its obligations under this Agreement and (b) devote Owner’s full-time attention and effort to Licensee's business.

13.8 Survival. The provisions of this Article 13 shall survive the termination or expiration of this Agreement.

ARTICLE 14

GENERAL

14.1 Certain Remedies Regarding Articles 9 and 10.

(a) The parties understand and acknowledge that any violation of Article 9 or Article 10 will cause irreparable harm to the aggrieved party, the exact amount of which will be impossible to ascertain, and for that reason, the offending party agrees that the aggrieved party shall be entitled to seek, without the necessity of showing any actual damage or posting a bond, from any court of competent jurisdiction temporary or permanent injunctive relief or specific performance of this Agreement restraining the offending party from any act prohibited by Article 9 or

Article 10.

(a) Nothing in Section 14.1(a) shall limit the aggrieved party’s right to recover any other damages or remedies to which it is entitled as a result of the offending party’s breach.

(a) If any portion of Article 9 or Article 10 (including without limitation the geographical, duration or scope of activity restrictions contained herein) shall be held to be unenforceable or invalid for any reason, such provision or portion of provision shall be modified or deleted in such a manner so as to make Article 9 or Article 10, as modified, legal and enforceable to the fullest extent permitted under applicable law.

14.2 Arbitration. The parties shall work together in good faith to resolve any disputes about their business relationship. If the parties are unable to resolve the dispute within thirty (30) days following the date one party sends written notice of the dispute to the other party, and if either wishes to pursue the dispute, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. In no event may arbitration be initiated more than one year following the sending of written notice of the dispute. Any arbitration proceeding under this Agreement shall be conducted in Erie County, New York. The arbitrators may construe or interpret but shall not vary or ignore the terms of this Agreement, shall have no authority to award extra-contractual damages of any kind, including punitive or exemplary damages, and shall be bound by controlling law. The Arbitrator shall issue a reasoned award explaining the decision. Each party shall pay its own expenses ofarbitration and one-half of the expenses of the arbitrators. Nothing in this Section 14.2 shall limit either party’s rights of termination set forth in

Article 8.

14.3 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof and supersedes all prior agreements, understandings, and letters of intent relating to the subject matter hereof. This Agreement may be amended or supplemented only by a writing executed by all parties. This Agreement may be executed in any number of counterparts, each of which shall be an original.

14.4 Relationship of the Parties. Except as otherwise indicated in this Agreement, the relationship of the parties is and shall be that of independent contractors, and nothing in this Agreement is intended as, and nothing shall be construed to create, an employer/employee relationship, partnership, or joint venture relationship between the parties, or to allow either to exercise control or direction over the manner or method by which the other performs the services that are the subject matter of this Agreement; provided, however, that the services to be provided hereunder shall always be furnished in a manner consistent with the standards governing such services and the provisions of this Agreement. This Agreement does not create a franchise or business opportunity agreement between the parties. If any provision of this Agreement is deemed to create a franchise or business opportunity, the parties shall negotiate in good faith to modify the Agreement to effect the original intent of the parties.

14.5 Notices. All notices shall be in writing and either personally delivered, mailed first-class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid), or sent by transmittal by any electronic means whether now known or hereafter developed, including, but not limited to, email, facsimile, telex, or laser transmissions, able to be received by the party intended to receive notice, to the parties at the following address:

To Licensor, to:

9570 Transit Rd., Suite #150

East Amherst, NY 14051Attn: George Chebat

Email: [email protected]

14.6 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of New York without giving effect to its conflicts of law rules.

14.7 Assignment. This Agreement shall not be assigned by any party hereto without the express written consent of the other party; provided, however, that this Agreement shall be assignable by Licensor to any of its affiliates or successors without the consent of Licensee or Owner.14.8 Waiver. No waiver shall be valid against any party unless made in writing and signed by the party against whom enforcement of such waiver is sought.

14.9 Severability. If any one or more of the provisions of this Agreement is adjudged to any extent invalid, unenforceable, or contrary to law by a court of competent jurisdiction, each and all of the remaining provisions of this Agreement will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

14.10 Force Majeure. Either party shall be excused for failures and delays in the performance of its respective obligations under this Agreement due to any cause beyond the control and without the fault of such party, including without limitation, any act of God, war, terrorism, bio-terrorism, riot or insurrection, law or regulation, flood, earthquake, water shortage, fire, explosion or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities.

14.11 Renegotiation. This Agreement shall be construed to be in accordance with any and all federal and state laws, including laws relating to Medicare, Medicaid and other third-party payors. In the event there is a material change in such laws, whether by statute, regulation, agency or judicial decision or guidance that has any material effect on any term of this Agreement, then the applicable term(s) of this Agreement shall be subject to renegotiation and either party may request renegotiation of the affected term or terms of this Agreement, upon written notice to the other party, to remedy such condition. The parties expressly recognize that upon request for renegotiation, each party has a duty and obligation to the other only to renegotiate the affected term(s) in good faith and, further, each party expressly agrees that its consent to proposals submitted by the other party during renegotiation efforts shall not be unreasonably withheld.

Memorandum of Understanding

BACKGROUND

A. Premier Wellness Partners business purpose is to assist individuals in the creation of a business that treats weight-loss.

B. Proprietor desires, with Premier Wellness Partners’ assistance, to create such a business on the terms set forth in this MOU.

TERMS

1. Premier Wellness Partners Services. In consideration for the payment set forth in Section 7, Premier Wellness Partners will provide the following services and products to the Company at the inception of the Clinic:(a) Comprehensive copyrighted intellectual property including a list of recommended vendors and service providers, practice management materials (both printed and digital) including doctor, sales, medic and appointment-setting scripts, patient receipts, intake papers, forms, medical questionnaire, employee non-compete agreements, lead capture forms, appointment confirmation forms and letter, patient discharge sheets and agreements, and medication instructions both printed and video. The materials are for the exclusive use of the Proprietor only within the above named area of interest. These materials may not be used in any other geographical area by the Proprietor or his or her agents or affiliates under any circumstances without Premier Wellness Partners prior written permission.(b) One Bariatric 550 lb. max medical office scale;(c) Use of Premier Wellness Partners custom programmed proprietary online patient medication ordering system. (d) a locum tenens doctor placement agency with whom Premier Wellness Partners has had a long-term relationship to secure a part-time local-state licensed pay-per-patient MD physician with malpractice coverage; (e) Exclusive wholesale access to Premier Wellness Partners proprietary Medical Treatment Plans; and (f) Advice, information and reasonable assistance to the Proprietor and staff.

2. Weight-Loss Treatment Plan. The Weight-Loss Treatment Plan includes the following: (a) One month supply of custom blended medication (4 weekly doses) and all related supplies including alcohol swabs and disposable syringes. (b) Access to state licensed physician trained by Premier Wellness Partners to determine patient suitability for treatment. (c) a detailed individualized dosing-titration formula for each patient; ongoing VIP patient telephone instructions, support and medical assistance, as needed; (d) Access directly to a vendor for a custom-made medical device (pencil-length sized push-button applicators) available upon patient request, approximate cost $25 plus shipping.

3.Obligations of Proprietor. The Proprietor will operate, manage, staff and control daily business functions of the Company. The Proprietor is solely responsible for all risks, liabilities, debts, and obligations of the Company. The Proprietor is solely responsible for ensuring that the Company complies with all local, municipal, state, and federal laws and regulations. Premier Wellness Partners has no right to direct, operate, manage, or otherwise control the Company. Proprietor will provide weekly sales reports to Premier Wellness Partners so that Premier Wellness Partners may provide assistance to the Proprietor to maximize the profits of the Company.

4.Warranties. All warranties given to Premier Wellness Partners by manufacturers of the Products are extended to the Proprietor to the extent thereof. The manufacturer guarantees to replace or, at its option, to repair the Products or parts thereof that are found to be defective in material or workmanship within one year from the date of purchase; provided, however, that the Proprietor returns the products within 30 days of discovery of defect. The obligation with respect to the products is limited to replacement or repair F.O.B. manufacturer. In no event is Premier Wellness Partners liable for consequential or special damages or for transportation, installation, adjustment or other expenses which may arise in conjunction with the products or parts. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.Governing Law; Venue. The parties acknowledge and agree that this MOU has been entered into in the State of New York and will be interpreted in accordance with the laws of the State of New York. Any dispute under this MOU will be settled by litigation in the appropriate court. Exclusive venue for the resolution of disputes is in Erie County, New York.

6.Services NOT Provided by Premier Wellness Partners

The Proprietor understands and agrees that Premier Wellness Partners has not, and will not, supply the following to the Proprietor:(a) License of the use of the “Premier Wellness Partners” or “Doctor’s Medical Weight-Loss Clinic” trade names;(b) Provide locations or patients or assist in providing locations or patients for the Treatments;(c) Guarantee that the Proprietor will derive income that exceeds the price paid for the initial services or products or that Premier Wellness Partners will refund all or a part of the price paid for the initial services and products if the Proprietor is dissatisfied with the business arrangement;(d) A marketing program or sales program for the services and products;(e) Represent that there is a market for the services or products; or(f) Prescribe in substantial part, or exercise significant control over, any marketing plan or system to be utilized by the Proprietor in the operation of the Clinic.

7. Acknowledgements and Disclosures. The Parties acknowledge that nothing in this MOU or any communications between the Proprietor and Premier Wellness Partners constitutes a guarantee of any kind. Any statements or communications regarding the potential success of the Company are statements of opinion or potential. The Parties mutually acknowledge that all businesses have inherent risk. The Parties have sought independent legal and business advice and enter into this binding MOU with a clear understanding of those risks. The Proprietor understands and agrees that Premier Wellness Partners offers no buy-backs, money-back guarantees or refunds. No usage of trade is relevant or admissible to supplement the terms of this MOU. This MOU will not be voided for any legal or actual impossibility of the operation of the Company in the location contemplated in this MOU. The Proprietor warrants that he or she has conducted its own due diligence and is aware of the legal requirements that must be met for operating the Company and its intended business purpose in the location.