MERCHANT PRICING AGREEMENT

1. Sale of Goods: Pursuant to the terms and conditions of this Agreement, the Company agrees to deliver its products to the Wholesaler, and the Wholesaler shall sell these products to its actual clients at the prices specified by the company. These products will be sold directly to patients without any online platform or any other means not approved by the Company.

Wholesaler acknowledges and agrees that, other than as set forth in, or modified by, this Agreement, all terms and conditions of sale, service, shipping, returns and any other commercial provisions related to the sale of Products by company to wholesaler will be governed exclusively by this agreement and that wholesaler will deal exclusively with company for purposes of handling and addressing any such commercial issues.

1. Prices: Prices of the products shall be decided, implemented and monitored by the Company and the Company has every right to change upward or downward, on its own discretion, pricing of its products. 
2. Relationship of the Parties: Each party is an independent contractor, and neither party nor any of their respective employees or agents has any authority to assume or create any obligations on behalf of any other party.  Company and Wholesaler agree that the business relationship they have established under this Agreement will not be construed as that which would exist between a principal and agent, employer and employee or any other such relationship besides that of two independent contractors. Wholesaler is not authorized to use trademarks, logos, intellectual property, company name etc. for its own use, benefit and advantage and this agreement does not give any right to wholesaler, neither gives any impression of such authority and delegation towards wholesaler.  
3. Confidential Information: During the Term of this Agreement and for two (2) years thereafter, Wholesaler will maintain and hold in strictest confidence any confidential information that it receives in connection with this Agreement.  For purposes of this provision, confidential information means business information (i) from which company derives economic value, actual or potential, from not being known to, or readily ascertainable by, persons or entities who can obtain economic value from its disclosure or use, and (ii) which is the subject of protective efforts by company that are reasonable under the circumstances to maintain its secrecy, including, without limitation, technical and non-technical data related to any Product plans, designs, compilations, inventions, methods, techniques, drawings, processes or specifications or the development, manufacture and distribution thereof, or company’s finances, costs, price lists, discounts, actual or potential customers, distributors, dealers and suppliers, policies, research and development efforts and employees.  

In the event Confidential Information of the other party is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law, it may be so disclosed without violation of this Agreement, but only to the extent required; provided however that before making such disclosure, Recipient shall give Disclosing Party reasonable prior written notice of such required disclosure so that Disclosing Party has an opportunity to interpose an objection and/or take action to ensure confidential handling of such information.

1. Governing Law: This Agreement is deemed to have been entered into in the State of Michigan and will be governed by its laws.  All disputes arising out of this Agreement must be brought in a state or federal court located in Michigan.
2. Indemnification: The Wholesaler agrees to indemnify and hold harmless Company from and against all sums of money, actions, proceedings, suits, claims, demands, costs, expenses and any other amounts whatsoever incurred as a result of an act of negligence, or of the disclosure of confidential information to any third party through the Recipients wrongful act. The provision of this clause shall survive termination of this Agreement.
3. Termination: This Agreement may be terminated by either party providing 30 days written notice to the other party. However, both parties will settle pending payments, available stock and confidential information within timeframe mentioned above.
4. Notices: All notices or other correspondences required to be sent to either party shall be in writing at the above addresses and sent by hand delivery or by Certified Mail or hand delivered to the person concerned against the acknowledgement of receipt.
5. Severability: In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision and this agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.
6. Force Majeure: The company and wholesaler shall not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible.