Institute of Bioidentical Medicine, LLC Training and Sales Agreement

Agreement between the Institute of Bioidentical Medicine, LLC (“IOBIM” or “we” or “our” and You, whose principal practice is (As mentioned above) (hereinafter referred to as “Provider” or “you”) (collectively referred to as “the Parties”)).

IOBIM will provide training in assessing and prescribing compounded bioidentical hormone replacement therapies (“cBHRT”), access to our protocols, technology to guide treatment decisions, access to patients via IOBIM’s BRITEtm App and direct access to portal-based entry of prescriptions for cBHRT and other available prescriptions using the patented BRITE topical cream. We will provide:

Training: Training, including access to IOBIM training materials, medical reference library and weekly “Grand Rounds” video conference meetings.

Prescribing Access/Technology: Access to our provider web-based portal (“Portal”) which includes IOBIM’s proprietary dosage calculators, prescribing and monitoring checklists and automated hormone and other prescription ordering. It includes access to our curated compounding pharmacies at negotiated prices that compound according to our requirements and using our patented topical base.

Patient Monitoring and Communication: Access via the Portal to the patient BRITE mobile app, which for participating patients, provides access to IOBIM’s proprietary tools for direct monitoring, titrating and addressing patient compliance concerns. The app provides patient reminders to take the amount of drops of each hormone Provider has prescribed, allows the patient to request refills and communicate with Provider and instructions on how to decrease dosages if they experience symptoms of excess. Use of the BRITE app requires that the patient is enrolled in BRITE and paid membership fees, which include the cost of the prescriptions.

Provider shall:

Provider Fees: In exchange for these services, medical practitioners will pay $19,900 per year annually or $1900 monthly.

Additional Provider Commitments: In addition to payment of fees, Provider agrees to show a commitment to learning, including an effort to work through the training materials in a target goal of five weeks with good scores on examinations. Provider also agrees to attend and contribute to Grand Rounds and to commit to general, medical best-practices. Provider agrees that prescriptions will be submitted through the Provider’s portal.

Commitment to Ongoing Developments: We intend to deepen our clinical data and broaden our services. To support development, Provider agrees that we shall be able, within the guidelines of applicable law, to use de-identified patient data to further the advancement of knowledge regarding cBHRT. Provider also understands that we may request that Provider fill out brief surveys either generally or per patient in the doctor’s portal which are voluntary and for which Provider will receive a usual and customary payment. IOBIM may also develop a certification program, which is voluntary, and whose development will not affect the terms of this Agreement.

Additional Terms

Independent Contract: Our work together is simply on a contract basis and nothing in this Agreement shall create an employer/employee, principal and agent, partnership, joint venture, supervisory or any relationship other than that of independent parties between IOBIM and Provider.

Patient Confidentiality: We agree to abide by ethical obligations and requirements under federal and state law to maintain patient confidentiality and shall take all reasonable, necessary and customary measures to ensure that all Protected Health Information (“PHI”), including medical, mental, and family health information is not improperly disclosed and subjected to proper safeguards. Interactions regarding patient data shall be done with direct consent or by virtue of prescription management.

Educational Services are Not Medical Consultations: We do not provide medical advice or consultation regarding patients of Provider and no doctor-patient relationship between IBIOM medical staff and Provider’s patients is created or implied. Our interactions are solely for the purpose of education or clinical training. While educational discussions address situations faced in the treatment of menopausal and other hormonal issues, no advice is to be construed as medical advice regarding any patient that has not been seen by IBIOM. Provider is responsible for his or her own clinical judgment with respect to each patient.

Professional Liability Insurance: Provider shall maintain during the term of this Agreement professional liability insurance to cover his or her own services written in an amount no less than one million dollars ($1,000,000) per occurrence and three million dollars 3,000,000) annual aggregate for “occurrence” or “claims made” insurance coverage with a tail.

Authorization to Use Medical Provider Name: Provider provides to IOBIM full rights to use his or her name, logos, marks and any other non-confidential information identifying Provider solely for the purpose of our promotion of Provider. Provider may withdraw such consent with written notice but such withdrawal shall only affect such use to the extent that it can be reasonably withdrawn.

Competitive Protection: During the term of this Agreement and for a period of three-years (3) years following the termination of this Agreement for any cause, Provider shall not compete with IOBIM and shall not directly or indirectly participate in, become associated with, advertise, market or otherwise participate in another business venture that includes the development, production or promotion of any products or services that are competitive with the products or services of IOBIM. Nothing in this section shall be construed as restricting the right of Provider to provide direct patient care.

Refund Policy: All payments made to IOBIM are non-refundable. Once payment has been made, no refunds will be issued, regardless of the duration of the service or the reason for cancellation. By making a payment, the customer acknowledges and accepts that all payments are final and non-refundable. IOBIM retains the right to terminate services at any time, without any obligation to issue a refund. Provider will be required to return all provided materials, and to remove IOBIM emblem from all advertising.

IP: We have worked a long time to build this material. We ask that you don’t modify, copy, share, reproduce, republish online or in any form without written permission to do so.

No Guarantees: While we have put our heart and souls into this, this comes with no warranties, whether expressed or implied including the warranty of merchantability or fitness for a particular purpose.

Disputes: If a dispute arises, we all agree to communicate with one another first and go to mediation second in accordance with any statutory rules of mediation. If we just can’t find a resolution using these kinder methods, then we both agree to the jurisdiction of the courts of the State of Florida.

Severability: If any part of this agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.