Business InBody Document

BUSINESS INBODY AGREEMENT

Parties

This Business InBody Agreement (the Agreement) is entered into as of by and between the following parties.

Recitals

WHEREAS, Provider offers diagnostic and advisory services collectively known as Business InBody services, including operational analysis, financial health assessment, and strategic recommendations;

WHEREAS, Client desires to engage Provider to perform an InBody assessment and related services as set forth in this Agreement, and Provider is willing to perform such services under the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform the Scope of Work with commercially reasonable skill and care and shall assign personnel with appropriate qualifications. Material changes to the Scope of Work shall be made only by written amendment signed by both parties.

Payment Terms

Client shall pay Provider for the services described in the Scope of Work in accordance with the following terms.

All payments shall be made in United States dollars unless otherwise agreed in writing. Client shall reimburse reasonable out-of-pocket expenses pre-approved by Client. Provider may suspend performance if Client fails to pay undisputed amounts within the invoice period after notice of nonpayment.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services rendered and non-cancellable commitments incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information solely for performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (a) publicly known without breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information. Upon termination or request, receiving party shall return or destroy Confidential Information and certify such destruction if requested. The confidentiality obligations shall survive for years following termination.

Intellectual Property

All pre-existing intellectual property of each party remains the sole property of that party. Subject to full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided as part of the Scope of Work for Client's internal business purposes. Provider retains ownership of Provider methodologies, templates, tools, and know-how used in performing services. Any custom deliverables created specifically for Client will be deemed "Work Product" and ownership will be as follows unless otherwise agreed in writing: Client shall own Client-specific data and deliverables that are expressly transferred in writing; Provider retains ownership of any underlying materials and trade secrets.

Limitation of Liability and Indemnification

Neither party shall be liable for incidental, consequential, or punitive damages arising out of this Agreement. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Client shall indemnify, defend and hold Provider harmless from third-party claims arising from Client's misuse of deliverables or Client-provided information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute shall be the state and federal courts located in that state, provided that nothing in this section shall prevent either party from seeking injunctive relief in a court of competent jurisdiction.

Entire Agreement

This Agreement, including all exhibits and any signed change orders, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or confirmed electronic transmission.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties acknowledge that each had the opportunity to negotiate the terms of this Agreement and that any ambiguity shall not be construed against either party as the drafter.

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