TERMS OF AGREEMENT

This service and content license agreement (the “Agreement”) is between Wellness Innovations LLC DBA Private Labels Diets, a Pennsylvania limited liability company (“Wellness Innovations”) and you and your business (“Client”).

RECITALS

WHEREAS, Wellness Innovations is in the business of providing private label diet plan content and graphic design services to Clients; and

WHEREAS, the Client desires to obtain private label diet plan content and graphic design services from Wellness Innovations; and

WHEREAS, Wellness Innovations desires to provide private label diet plan content and graphic design services to the Client pursuant to this agreement.

THEREFORE, in consideration of the mutual promises contained in this Agreement, Wellness Innovations and the Client (collectively “Parties”) agree as follows:

1. NUTRITION CONTENT & GRAPHIC DESIGN SERVICES

1.1  Nutrition Content & Graphic Design Services. Subject to the restrictions, limitations, prohibitions, and other provisions of this Agreement, Wellness Innovations, as requested by the Client, will provide the services described on Exhibit A for the account and benefit of the Client during the term of this Agreement.

1.2 Nutrition Team Support. Wellness Innovations may, at Wellness Innovations’ own expense, employ any contractors or employees necessary to perform the Services required by this Agreement. Wellness Innovations will reasonably determine the method, details, and means of performing the services for the Client; the Client may specify the desired results only. Wellness Innovations may offer an opinion about the possible results or outcomes regarding the Services to be performed, but Wellness Innovations cannot guarantee any particular result or outcome. Client acknowledges that Wellness Innovations has made no promises about the outcome and that any opinion offered by Wellness Innovations in the future will not constitute a guaranty.

    2. NUTRITION SYSTEM CONTENT LICENSE

2.1 Nutrient-Based Dietary Nutrition System. Wellness Innovations has developed a distinct dietary nutrition system that includes unique dietary content, dietary nutrition books, nutrition education materials, and nutrition coaching methods, resulting in an integrated system to maximize nutrition (the “Nutrition System”).

2.2 Nutrient-Based Dietary Nutrition Program License. Wellness Innovations grants Client a non-exclusive, non-transferable content license to establish and offer nutrient-based dietary nutrition programs (“Licensed Nutrient-Based Dietary Nutrition Program”) using the Nutrition System, subject to the terms of this Agreement. The term “Licensed Nutrient-Based Dietary Nutrition Program” does not apply to the diagnosis, treatment, cure, or management of any medical disorders by the Client. The Client understands and agrees Wellness Innovations is the sole owner of the licensed content. The Client agrees not to copy, replicate, trademark, patent, or copyright the content or materials in the Licensed Nutrient-Based Dietary Nutrition Program. The licensed content material is described in Exhibit B.

2.3 Non-Exclusivity. Nothing contained in this Agreement shall prevent Wellness Innovations or its affiliates from (i) developing Licensed Nutrient-Based Dietary Nutrition Programs under other Wellness Innovations’ clients’ brand names using the same or similar Nutrition System and Content or (ii) providing nutrition educational materials to other clients of Wellness Innovations, or (iii) providing nutrition team support services to other clients of Wellness Innovations.

2.4 Sub-License & Reselling to Businesses. Client agrees that it has no authority, express or implied, to sublicense others to use Wellness Innovations’ Nutrition System, or to subdivide or grant undivided interests in the rights granted by this Agreement. Client agrees that is has no authority, express or implied, to resell Wellness Innovations’ Nutrition System to other business owners. The Client can only use Wellness Innovation’s Nutrition System with consumers.

2.5 Discontinuation of Use. If it becomes advisable at any time in Wellness Innovations’ sole discretion for Client to modify or discontinue use of any Content, Client agrees to comply with Wellness Innovations’ directions to modify or otherwise discontinue the use of such Content within a reasonable time after notice from Wellness Innovations.

     3. CONFIDENTIALITY

3.1 “Confidential Information” shall mean and include information, data and documents and any modifications, revisions, additions, and supplements thereto, and any information related thereto, whether in written, oral, graphic, photographic, electronic, computerized, or other forms, disclosed by the party disclosing such Confidential Information (the “Disclosing Party”) to the party receiving such Confidential Information (the “Receiving Party”) relating to (a) the Recommended Products, specifications, discounts, pricing, sales, marketing, advertising, distribution, customers, suppliers, business operations and strategies, intellectual property, and (b) the terms and subject matter of any agreement between the parties, including without limitation, this Agreement. Confidential Information shall not include information that: (i) is in or enters the public domain through no improper action or inaction by the Receiving Party, or (ii) was in the Receiving Party’s possession or that of any of its Representatives (as defined hereinafter) or known by the Receiving Party or any of its Representatives prior to receipt from the Disclosing Party, or (iii) is rightfully disclosed to the Receiving Party or any of its Representatives by a third party, or (iv) is approved for disclosure in writing by the Disclosing Party for release by the Receiving Party or (v) is developed by the Receiving Party or any of its Representatives without reference to the Confidential Information, or (vi) is required to be disclosed by the Receiving Party in compliance with applicable laws or court order, provided the Receiving Party, to the extent legally permitted, notifies the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party, at the Disclosing Party’s cost and expense, in the event the Disclosing Party elects to legally contest and avoid such disclosure.

3.2 The Receiving Party shall not distribute, disseminate, convey, publish or disclose, directly or indirectly, in any form or through any medium, the Confidential Information to any person or entity except to those employees, agents, representatives, affiliates, consultants and advisors (collectively, “Representatives”) of the Receiving Party who need to know such Confidential Information to enable the Receiving Party to perform its obligations under this Agreement. Each such disclosure shall be made with the understanding that it is subject to the terms and conditions of this Agreement, and that the parties to whom each such disclosure is made shall be bound by this Agreement. The Receiving Party shall be responsible for the unauthorized disclosure of the Disclosing Party’s Confidential Information by the Receiving Party’s Representatives. Any authorized disclosure shall be made for the sole purpose of, and will be used solely for, the performance of the Receiving Party’s obligations under this Agreement.

     4. COMPENSATION

4.1 In consideration for the Nutrition System License and Services to be performed by Wellness Innovations, the Client agrees to pay Wellness Innovations in accordance with the payment structure listed in the Client’s payment checkout.

     5. TERMINATION

5.1. Term. This agreement is for ten years and continues in perpetuity until Wellness Innovations or Client terminates the agreement.

5.2 Termination without Cause. Wellness Innovations may terminate this Agreement, at any time without cause and without payment of any termination fee or penalty, by providing thirty (30) days prior written notice to the Client.

5.3 Obligations Upon Termination or Expiration. Upon termination or expiration of the agreement, Client agrees to stop using the licensed content, confidential or proprietary information or any other materials or promotional materials provided or licensed to Client by Wellness Innovations. Client shall not include in any advertisement or other public representation any reference to Licensed Nutrient-Based Nutrition Program or content. Client shall return to Wellness Innovations all the licensed content; provided that Wellness Innovations shall have the option to direct Client to destroy all or a specified portion of such licensed content.

    6. BUSINESS INTERFERENCE

6.1 Client agrees not to solicit or hire, during the Term or for a period of six (6) months after the termination date of this Agreement, any person or entity utilized by Wellness Innovations or their affiliated businesses without Wellness Innovations’ consent, which may be withheld in its discretion for any reason.

    7. INDEMNIFICATION, LIMITATION OF LIABILITY, & DISPUTES

7.1 Indemnification by Client. Client will indemnify and hold harmless Wellness Innovations from and against any and all third party claims, suits, actions, demands and proceedings against Wellness Innovations and its affiliates and its and their officers, directors, employees, agents and representatives and all losses, costs and liabilities related thereto arising out of or related to (i) any breach of any representation, warranty, covenant or other obligation under this Agreement, (ii) to the extent that Services are being performed by Client in a manner that differs materially from the manner in which Services were being performed prior to the Effective Date, an allegation that any item, material and other deliverable delivered by Client under this Agreement infringes any intellectual property rights or publicity rights of a third-party, or (iii) any gross negligence or willful misconduct of Client.

7.2 Indemnification by Wellness Innovations. Wellness Innovations will indemnify and hold harmless Client from and against any and all third party claims, suits, actions, demands and proceedings against Client and its affiliates and its and their officers, directors, employees, agents and representatives and all losses, costs and liabilities related thereto arising out of or related to (i) any breach of any representation, warranty, covenant or other obligation under this Agreement, (ii) to the extent that the Services are being performed by Client in substantially the same manner in which the Services were being performed prior to the Effective Date, an allegation that any Specimen, item, material, or other deliverable delivered by Client under this Agreement infringes any intellectual property rights or publicity rights of a third-party, or (iii) any gross negligence or willful misconduct of Wellness Innovations.

7.3 Limitation of Liability. CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT WELLNESS INNOVATIONS AND THEIR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THIS SYSTEM APPLICATION; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THIS SYSTEM APPLICATION OR ANY SYSTEM APPLICATION OR SYSTEM APPLICATIONS LINKED TO THIS SYSTEM APPLICATION, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS SYSTEM APPLICATION; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SYSTEM APPLICATION; OR (F) ANY OTHER MATTER RELATING TO OUR SYSTEM APPLICATION. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED ONE-HUNDRED DOLLARS $100.00, IF ANY, FOR ACCESSING OUR SYSTEM APPLICATION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SYSTEM APPLICATION, OR WITH ANY OF THESE TERMS & CONDITIONS. YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS SYSTEM APPLICATION AND TERMINATION OF LICENSING AGREEMENT. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

7.4 Insurance. During the Term, each of the Parties shall, at its own expense, maintain and carry adequate commercial general liability and professional liability insurance in full force and effect with financially sound and reputable insurers.

7.5 Arbitration. All disputes and claims between Wellness Innovations and Client, including but not limited to all disputes relating to any provision of this Agreement, to any specification, standard, operating procedure or other obligation of Wellness Innovations or its agents or the breach thereof (including, without limitation, any claim that this Agreement, any provision thereof, any specification, standard, operating procedure or any other obligation of Client or Wellness Innovations is illegal, unenforceable or voidable under any law, ordinance or ruling) shall be settled by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Arbitration will be held in accordance with the United States Arbitration Act (9 U.S.C. § 1 et seq.). The arbitration shall be held in the county in which Wellness Innovations’ headquarters is located at the time the arbitration is initiated. Wellness Innovations and Client acknowledge that judgment upon an arbitration award may be entered in any court of competent jurisdiction.

7.6 Waiver of Jury Trial. TO THE EXTENT EITHER PARTY IS PERMITTED TO ENFORCE THIS AGREEMENT BY JUDICIAL PROCESS AND ELECTS TO DO SO, EACH OF THE PARTIES WAIVES ITS RIGHT TO A TRIAL BY JURY. THIS WAIVER SHALL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATED WITH RESPECT TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN LICENSOR AND LICENSEE (INCLUDING ANY OWNERS OR GUARANTORS, IF APPLICABLE, AND INCLUDING ACTIONS INVOLVING AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS OF WELLNESS INNOVATIONS OR CLIENT) FOR BREACH OF THIS AGREEMENT.

    8. SEVERABILITY

8.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement.

• 1. This Agreement shall be interpreted in all respects as if such invalid or unenforceable provisions were omitted.

     9. GOVERNING LAW

9.1 The validity, construction, enforcement, and interpretation of this Agreement shall be governed by the substantive laws of the Commonwealth of Pennsylvania, without application of that state’s conflicts of law principles, and the United States of America. Any action, suit, or proceeding with respect to this Agreement shall be brought in the courts of the State of Pennsylvania, or in the United States courts located within the Commonwealth of Pennsylvania, and each of the parties agrees to submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding, and each of the parties to this Agreement hereby irrevocably waives any objections which such party now or hereafter may have to the institution of any suit, action, or proceeding arising out of or relating to this Agreement in a state or federal court located within the Commonwealth of Pennsylvania, and hereby further irrevocably waives any claim that such suit, action or proceeding in any such court has been brought in an inconvenient forum.

     10. GENERAL PROVISIONS

10.1 Independent Contractor. It is understood and acknowledged that Services which Wellness Innovations will provide to Client hereunder shall be in the capacity of an independent contractor and not as an agent, employee, joint venturer, or partner of the Client. Wellness Innovations shall control the conditions, time, details and means by which Wellness Innovations performs Services. Both parties agree that they have no authority to commit, act for or on behalf of each other or to bind each other to any obligation or liability. Wellness Innovations shall not be eligible for and shall not receive any employee benefits from Client and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Wellness Innovations hereunder.

10.2 Assignment. Either Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement.

10.3 Agreement. This Agreement supersedes any and all agreements, both oral and written, between the Parties with respect to the rendering of Services by Wellness Innovations for the Client. This Agreement contains all covenants and agreements between the Parties with respect to the rendering of these Services in any manner whatsoever. This Agreement is totally integrated.

10.4 Modifications. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

10.5 Waiver. The failure of a party to this Agreement to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver, renouncement or relinquishment to any extent of that party’s right to assert or rely upon that provision or right in that or any other instance, and that provision or right shall continue in full legal force and effect without waiver, renouncement or relinquishment. No waiver of any provision of this Agreement shall be binding unless in writing and signed by the party sought to be bound. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver constitute a continuing waiver, unless otherwise expressly provided.