SIMPLIFIED FUNCTIONAL MEDICINE - SERVICE AGREEMENT

This Simplified Functional Medicine Service Agreement (this “Agreement”) is effective as of the date of its execution and shall continue in effect for a period of eighteen (18) months from the date of execution, by and between Simplified Integration Consulting LLC (“Simplified Integration”), on the one hand, and the healthcare provider/client (the “Affiliate”), on the other hand. This Agreement commences on the day the Affiliate’s initial payment is received and shall continue unless terminated in accordance with the terms and conditions of this Agreement.

Program Price & Terms

Enrollment in the Simplified Functional Medicine program requires:

1. One-Time Setup Fee. A one-time setup fee of $2,997. Simplified reserves the right to adjust setup fees for future affiliates, but Affiliate’s fee shall be as specified at execution.
   
   

2. Subscription. A monthly subscription payment of $1,497.00, billed for a minimum commitment period of eighteen (18) months.  Simplified reserves the right to adjust setup fees for future affiliates, but Affiliate’s fee shall be as specified at execution.
   
   

After completion of the initial eighteen (18) month commitment period, the membership will automatically transition to a month-to-month subscription at $397.00 per month, allowing continued access to program resources and benefits without a long-term commitment.

Optional Pay-in-Full Discount. In lieu of monthly payments, Affiliate may elect to pay $22,500 in full at the time of enrollment.  Simplified reserves the right to adjust setup fees for future affiliates, but Affiliate’s fee shall be as specified at execution.

Recitals

A. Simplified Integration is engaged, among other things, in the business of providing professional healthcare practice consulting services, nutritional counseling, educational products, and written and online functional and health assessment products and services for authorized affiliate service providers (the “Simplified Integration Network”).
 B. The Affiliate, acting as an independent entity, desires to become an authorized affiliate service provider of Simplified Integration; and
 C. Simplified Integration desires to appoint Affiliate as an authorized service provider of Simplified Integration (“Authorized Affiliate”) in accordance with and subject to the terms and conditions of this Agreement (including all exhibits, if any).

1. Appointment

1.1 Appointment. Simplified Integration appoints the Affiliate as a non-exclusive Authorized Affiliate subject to all terms and conditions of this Agreement, including performance standards.
 1.2 Acceptance. The Affiliate accepts its appointment as a non-exclusive Authorized Affiliate subject to all terms and conditions herein. The Affiliate may hold itself out to the public as an Authorized Affiliate of Simplified Integration only after fulfilling, and for so long as it continues to fulfill, all duties, obligations, and performance standards during the Term.
 1.3 Reservation of Rights. All rights in and to Simplified Integration’s products and services are reserved to Simplified Integration and its affiliates. Nothing herein restricts Simplified Integration from offering products and services to others.

2. Services and Performance

2.1 Services. From time to time, Simplified Integration or its affiliates may provide patient education materials, professional practice consulting, nutritional counseling, educational products, and written/online functional and health assessment products. Provision of services/products is at Simplified Integration’s discretion, considering the Affiliate’s standing/capacity and other operational factors.
 2.2 Performance; No Guarantee of Outcome. Healthcare laws and regulations may change and be interpreted by courts and agencies. Government enforcement is discretionary and beyond the parties’ control. The Affiliate’s non-compliance with recommendations may negatively affect results. Simplified Integration makes no warranties or representations regarding the success of the Affiliate’s business. Nothing herein is a representation that any governmental body will or will not challenge the structure or operation of the Affiliate’s implementation.
 2.3 Standards. The Affiliate agrees to properly employ all services and products as instructed and to comply with performance standards issued by Simplified Integration. Simplified Integration has no obligation to provide services during any period in which the Affiliate fails to meet performance standards.
 2.4 Network Relationship. The Affiliate acknowledges that relationships among Simplified Integration and its affiliates are for the benefit of the Simplified Integration Network. The Affiliate is not a third-party beneficiary of any agreement among such entities and has no right to their records.

3. Payment

3.1 Amounts Due. Upon execution, Affiliate shall pay: (a) the one-time setup fee; and (b) monthly payments of $1,497 for a minimum of eighteen (18) months, charged to the authorized credit card on or about the same calendar day each month. If elected, the pay-in-full option of $22,500 is due at enrollment.
 3.2 Payment Suspension Policy. At Affiliate’s request, Simplified Integration may, at its discretion, temporarily pause payments for a thirty (30) day period, one time per calendar year. Regular payments resume automatically after the suspension period. During suspension, access to resources may be restricted at Simplified Integration’s discretion. A temporary suspension does not terminate the Agreement. For suspensions exceeding sixty (60) days, the Affiliate’s grandfathered pricing is forfeited; payments resume at the then-current monthly rate, and a $250 reactivation fee applies.
 3.3 Default. If payment cannot be collected on the due date, a 15-day grace period applies. If payment remains outstanding after the grace period, Simplified Integration may issue a Notice of Default. The Affiliate then has 15 days to cure. Failure to cure may constitute a breach, permitting Simplified Integration to terminate membership and collect the remaining balance due for the Agreement term.

4. General Terms and Conditions

4.1 Exclusivity of Affiliate; Use of Materials; Non-Compete.
 4.1.1 The Affiliate shall not sublicense, share, distribute, replicate, recreate, or otherwise disseminate any proprietary information, products, or services supplied by Simplified Integration for use outside the Affiliate’s own practice. Any competitive use of Simplified Integration’s proprietary materials is prohibited. Violation may result in immediate termination, acceleration of all remaining balances due within thirty (30) days, and pursuit of damages.
 4.1.2 Limited Non-Compete. During the Term and for twelve (12) months after expiration or termination, the Affiliate shall not, directly or indirectly, replicate, distribute, or use Simplified Integration’s proprietary systems, materials, or content in a manner intended to compete with Simplified Integration within fifty (50) miles of the Affiliate’s primary practice location. This does not prohibit the Affiliate from providing functional medicine or related healthcare services independently, provided Simplified Integration’s proprietary systems, materials, or trademarks are not used.
 4.1.3 The Affiliate agrees to make payments when due and to keep credit card information current. Failure to do so is a Default.
 4.2 Independent Affiliate. The parties are independent contractors. The Affiliate shall not hold itself out as an employee, agent, partner, franchisee, or joint venturer of Simplified Integration. The Affiliate has no authority to bind Simplified Integration.
 4.3 No Franchise or Dealer. This Agreement does not create a franchise, dealership, partnership, joint venture, or employment relationship. The Affiliate operates an independent, pre-existing business and is solely responsible for its business operations, compliance with laws, clinical decisions, and patient outcomes. No fee paid under this Agreement is a franchise or business opportunity fee, and no exclusive territory or rights are granted.

5. Confidentiality

5.1 General. The Affiliate and its employees will maintain in confidence the terms of this Agreement and all information supplied under it, including performance standards, consulting services, programs, data, summaries, reports, communications, and nonpublic personal information (“Confidential Information”).
 5.2 Remedies. Breach of confidentiality causes irreparable harm; Simplified Integration is entitled to injunctive relief without posting a bond, in addition to other remedies.
 5.3 Survival. Confidentiality obligations survive indefinitely.

6. Affiliate Representations, Warranties and Covenants

Throughout the Term, the Affiliate represents, warrants, and covenants that:
 6.1 It will comply with all applicable laws and regulations;
 6.2 It will, at its expense, provide and maintain all facilities, tools, materials, and equipment necessary for its business;
 6.3 It will obtain, at its expense, all required permits and licenses;
 6.4 It will obtain all licenses, stamps, certificates, registrations, or permits required to operate its business;
 6.5 It is duly organized and validly existing; is not insolvent; is not violating applicable laws; has not engaged in acts prohibited by this Agreement; and is not dependent on Simplified Integration for a major part of its business;
 6.6 It has read and understands this Agreement;
 6.7 It has had the opportunity to consult independent counsel; and
 6.8 It enters this Agreement freely without duress.

7. Term, Renewal, and Termination

7.1 Term and Renewal. The Term of this Agreement is eighteen (18) months (the “Initial Term”). After the Initial Term, the Agreement automatically renews on a month-to-month basis at $397/month, unless terminated as provided herein.
 7.2 Termination Without Cause. Either party may terminate for convenience by delivering written notice at least thirty (30) days prior to the end of the Initial Term or any renewal month. Any remaining balance owed shall be paid within thirty (30) days of termination.
 7.3 Termination Upon Default. Either party may terminate if the other fails to cure a Default within fifteen (15) days after receipt of a Notice of Default. Upon such termination, all amounts owed shall be paid in full within thirty (30) days.

8. Limitation of Liability

8.1 Upon expiration or termination, Simplified Integration has no obligation to continue the Affiliate’s status, and the Affiliate has no right to require continued affiliation. No amounts spent by the Affiliate in fulfillment of this Agreement are recoverable from Simplified Integration.
 8.2 Projections or forecasts are non-binding. Simplified Integration shall not be liable for exemplary, special, incidental, consequential, or other indirect damages (including lost profits, goodwill, or reimbursement for expenditures) whether or not caused by negligence or willful misconduct.
 8.3 Simplified Integration makes no representation or warranty with respect to any goods, services, or trademarks provided, and disclaims all express and implied warranties, including fitness for a particular purpose.
 8.4 The Affiliate shall not assert or use as a defense that it is a franchisee or dealer of Simplified Integration or dependent upon Simplified Integration for a major part of its business.

9. Arbitration

Any and all disputes, controversies, or claims between the Affiliate and Simplified Integration (including those arising out of or relating to this Agreement, the parties’ relationship, or compliance with any law) that are not resolved through informal negotiation shall be resolved solely and exclusively by binding arbitration before a single neutral arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Buncombe County, North Carolina. Class actions are waived.

Notwithstanding the foregoing, Simplified Integration may initiate a small-claims action in Buncombe County Small Claims Court to collect payments due, and either party may seek injunctive relief in a court of competent jurisdiction in Buncombe County, North Carolina.

10. Credit Card Authorization

Affiliate certifies it is authorized to incur charges on the credit card provided (“Credit Card”) and authorizes Simplified Integration to charge the setup fee, monthly payments under Section 3.1, and any renewal payments under Section 7.1 to the Credit Card. Affiliate is solely responsible to notify Simplified Integration of any changes to Credit Card information prior to expiration or other changes. Failure to maintain current information constitutes a Default.

11. Choice of Law; Exclusive Jurisdiction

This Agreement and all disputes, controversies, or claims, whether arising in contract, tort, statute, or otherwise, are governed by the laws of the State of North Carolina, without regard to its conflicts of laws principles. Venue for any permitted court action shall be in Buncombe County, North Carolina.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, and agreements, whether oral or written. No party is bound by any communication on the subject matter unless in writing, dated contemporaneously with or after the Effective Date, and signed by both parties. Provisions intended to survive termination shall survive for a reasonable period.

13. Compliance with Laws

The Affiliate agrees that this Agreement is subject to all applicable laws in force during the Term.

14. Severability

Each provision of this Agreement is separable. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

15. Force Majeure

Neither party shall be liable for failure to fulfill obligations due to events beyond its reasonable control, including acts of God, war, riot, natural disaster, or technical failure, during the period of such occurrence.

16. Remedies Cumulative

Simplified Integration’s rights and remedies in case of the Affiliate’s default or breach are cumulative and without prejudice to other rights and remedies at law, in equity, under contract, or otherwise.

17. Attorneys’ Fees

In any suit, action, or arbitration between the parties (including to enforce this Agreement), the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys’ fees at arbitration, trial, and on appeal, in addition to other sums allowed by law. This section survives termination.

18. Trademark License Agreement

Simplified Integration grants Affiliate a non-exclusive, non-transferable, non-assignable, revocable license (the “License”) to use the trademarks “HEALTH RESTORE PROGRAM” and “SIMPLIFIED FUNCTIONAL MEDICINE” (collectively, the “Mark”) during the Term solely to perform Affiliate’s obligations under this Agreement within the Simplified Integration Network. Affiliate shall not modify the Mark; all use is subject to Simplified Integration’s approval and quality standards. No sublicenses are permitted. Upon expiration or termination, Affiliate shall immediately cease use of the Mark and, at Simplified Integration’s option, destroy or deliver all materials bearing the Mark and provide an affidavit of compliance. Affiliate acknowledges that all rights, title, and interest in and to the Mark are owned exclusively by Simplified Integration and its affiliates, and Affiliate waives any claim to the Mark. Affiliate shall promptly report suspected infringement and cooperate in protection of the Mark. Nothing herein obligates Simplified Integration to take enforcement action.

19. Construction and Interpretation

The rule of construction resolving ambiguities against the drafter shall not apply to this Agreement. This Agreement may be executed in counterparts, each deemed an original, together constituting one instrument.