This INDEPENDENT SALES REPRESENTATIVE AGREEMENT (this “Agreement”) is entered into as of _________ (the “Effective Date”), by and between MedGrid, LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 1691 Michigan Ave, Ste 360, Miami, Florida, USA (“Company” or “MedGrid”); and
__________________, an individual or entity with a principal address at __________________ (“Representative”). Company and Representative are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, MedGrid operates a clinical intelligence and performance platform that connects medical product ordering, protocol adoption, outcomes tracking, and data publishing in one verified data layer, serving physicians, clinics, manufacturers, and distributors in the regenerative medicine and specialty healthcare markets;
WHEREAS, MedGrid maintains a marketplace through which physicians order products at wholesale, including compounded pharmaceuticals, biologics, regenerative therapies, aesthetic devices, and capital equipment, with each order linked to patient records and outcomes data;
WHEREAS, MedGrid desires to engage Representative as an independent sales representative to qualify, enroll, and support physicians on the MedGrid platform and to sell products through the MedGrid marketplace and Grassroots Vendor Marketplace; and
WHEREAS, Representative desires to perform such services on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Assigned Territory” means the geographic region designated by Company and set forth in Exhibit A attached hereto, within which Representative is authorized to perform Services. MedGrid operates under a national coverage model with East Coast and West Coast Sales Directors, each managing dedicated benches of field representatives with no territory overlap.
1.2 “Clawback Period” means the period of one hundred twenty (120) days following the date on which a Commission Payment is made to Representative.
1.3 “ClinicalX” means Company’s proprietary outcomes engine that captures and structures product IDs, batch numbers, protocol versions, prescribing physician data, anonymized patient demographics, treatment duration, outcomes at Day 30/60/90, adverse events, protocol compliance scores, cost of treatment, and payer source data.
1.4 “Commission” means the compensation payable to Representative as set forth in Article 5 of this Agreement.
1.5 “Confidential Information” means all non-public information disclosed by Company to Representative, whether orally, in writing, or through access to the Platform, including without limitation: patient data, physician data, clinical outcomes data, ClinicalX data, Genesis AI methodologies, pricing, sales strategies, vendor relationships, protocols, business plans, and any other proprietary information of Company or its affiliates.
1.6 “Enrolled Physician” means a physician or healthcare provider who has been qualified and enrolled on the MedGrid platform through Representative’s efforts.
1.7 “GMV” or “Gross Merchandise Value” means the total dollar value of products transacted through the MedGrid marketplace attributable to Enrolled Physicians within Representative’s portfolio, prior to any returns, chargebacks, or adjustments.
1.8 “Grassroots Vendor Marketplace” means MedGrid’s multi-vendor marketplace through which Representatives curate personal storefronts of non-competing vendor products for their enrolled providers.
1.9 “Net Revenue” means GMV less any returns, refunds, chargebacks, disputed amounts, credits, allowances, and sales taxes actually collected.
1.10 “Platform” means the MedGrid platform, including without limitation the order layer (ERP and marketplace), protocol layer, outcomes layer (ClinicalX engine), intelligence layer (Genesis AI), publishing layer (MedGrid Forum and Knowledge Base), and all associated tools, portals, and applications.
1.11 “Rep Portal” means the unified CRM and enablement tools provided to Representative, including protocol collateral, live catalog pricing, order status, and patient-outcome visibility for every enrolled clinic.
1.12 “SaaS Activation” means the event in which an Enrolled Physician subscribes to a paid MedGrid SaaS tier (Starter at $99/month, Pro at $299/month, or Elite at $599/month) or a clinic enrolls at the per-seat rate of $25 or more per user per month.
1.13 “Services” means the physician qualification, demonstration, enrollment, account management, and product sales services described in Article 3 of this Agreement.
2.1 Relationship of the Parties. Representative is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship (except as expressly set forth in Section 2.3) between the Parties.
2.2 Tax Obligations. Representative acknowledges and agrees that Representative is solely responsible for all federal, state, and local income taxes, self-employment taxes, Social Security contributions, Medicare taxes, unemployment insurance, workers’ compensation, and all other taxes and contributions arising from compensation received under this Agreement. Company will report all compensation paid to Representative on IRS Form 1099-NEC (or such successor form as may be required). Representative shall provide Company with a completed IRS Form W-9 prior to the commencement of Services.
2.3 No Authority to Bind. Except as expressly authorized in writing by Company, Representative shall have no authority to bind Company, make representations or warranties on Company’s behalf, or enter into any agreement or commitment in Company’s name. Representative may identify itself as an authorized independent sales representative of MedGrid solely for purposes of performing the Services.
2.4 No Benefits. Representative shall not be entitled to any employee benefits from Company, including without limitation health insurance, retirement plans, paid time off, disability insurance, or any other benefit or perquisite provided to Company’s employees.
2.5 Tools and Expenses. Representative shall provide, at Representative’s own expense, all tools, equipment, office space, transportation, and supplies necessary to perform the Services, except that Company shall provide access to the Rep Portal and associated Platform tools at no cost to Representative.
2.6 Control of Manner and Means. Representative retains full control over the manner, method, and means by which Services are performed, subject to the compliance requirements set forth in this Agreement. Company may provide guidance regarding its expectations and the results to be achieved but shall not control the day-to-day details of Representative’s performance.
3.1 Services. Representative shall perform the following services within the Assigned Territory:
(a) Identify, qualify, and solicit prospective physicians and healthcare providers for enrollment on the MedGrid platform, evaluating prospects based on patient volume, protocol fit, and MSO eligibility;
(b) Conduct product demonstrations, platform walkthroughs, and educational presentations to prospective and enrolled physicians;
(c) Facilitate the physician onboarding process, including warm-handoff to Company’s onboarding team within forty-eight (48) hours of physician qualification;
(d) Promote and sell products from the MedGrid marketplace and the Grassroots Vendor Marketplace, including curating Representative’s personal vendor storefront with eight (8) to fourteen (14) non-competing vendor products;
(e) Provide ongoing account management and support to Enrolled Physicians, including education on new products, protocols, and Platform features;
(f) Utilize the Rep Portal and CRM tools to track pipeline activity, order status, physician engagement, and key performance indicators; and
(g) Such other sales and business development activities as may be mutually agreed upon by the Parties in writing.
3.2 Performance Standards. Representative shall perform the Services in a professional, ethical, and competent manner consistent with industry standards for medical product sales and in compliance with all applicable laws, regulations, and Company policies.
3.3 Reporting. Representative shall provide Company with such reports regarding sales activities, pipeline status, and enrolled physician engagement as Company may reasonably request, and shall maintain accurate records in the Rep Portal.
3.4 Exclusivity. Representative shall not be exclusive to Company within the Assigned Territory. [If non-exclusive: Representative may represent non-competing products and services, provided that such activities do not materially interfere with Representative’s obligations under this Agreement and do not violate the non-compete provisions of Article 9.]
4.1 Assigned Territory. Representative's Assigned Territory is set forth in Exhibit A. Company reserves the right to modify the Assigned Territory upon thirty (30) days’ prior written notice to Representative if business needs require adjustment.
4.2 No Encroachment. Company shall not assign another representative to solicit or enroll the same physicians within Representative’s Assigned Territory during the Term; provided, however, that Company retains the right to accept orders from any physician regardless of territory, fulfill inbound inquiries, and engage in corporate-level or strategic partnerships without territory restrictions.
4.3 Territory Structure. The Parties acknowledge that Company’s sales organization is structured with East Coast and West Coast Sales Directors, each overseeing field representatives in distinct, non-overlapping regions. Representative shall report to the applicable Sales Director for Representative’s region.
5.1 Commission Structure. Company shall pay Representative the following Commissions: Commissions are not payable on, and Gross Merchandise Value and Net Revenue shall exclude, any product dispensed to or paid for in whole or in part by any federal health care program or its beneficiaries. All Commissions are intended to represent fair market value for the Services actually rendered and not to vary with the volume or value of referrals of federally reimbursable items or services.
(a) SaaS Activation Commission. A one-time commission of 10% of first-year subscription value] for each SaaS Activation attributable to Representative’s efforts, payable within thirty (30) days following the Enrolled Physician's first paid subscription payment.
(b) Marketplace GMV Residual Commission. A residual commission equal to 15% of Net Revenue generated by Enrolled Physicians within Representative’s portfolio through marketplace product orders, payable monthly in arrears. This residual commission reflects the compounding value of each enrolled physician — as physicians order more products, capture more outcomes, and generate more data, Representative earns on all of it.
(c) Grassroots Vendor Marketplace Commission. A commission equal to 5% of Net Revenue generated through Representative’s curated vendor storefront, payable monthly in arrears.
5.2 Commission Calculation and Payment. Commissions shall be calculated based on Net Revenue (i.e., after deduction of returns, refunds, chargebacks, disputed amounts, credits, and allowances). Company shall provide Representative with a monthly commission statement showing the calculation of amounts due. Payment shall be made by the fifteenth (15th) day of the month following the month in which the underlying transaction was completed and payment was received by Company.
5.3 Minimum Thresholds. Company reserves the right to establish minimum performance thresholds, including minimum enrollment targets, minimum GMV targets, or activity benchmarks. Such thresholds shall be communicated in writing and set forth in Exhibit B. Failure to meet minimum thresholds for two (2) consecutive quarters shall constitute grounds for termination under Section 11.2(c).
5.4 Commission Disputes. If Representative disputes any commission calculation, Representative must notify Company in writing within thirty (30) days of receipt of the applicable commission statement. The Parties shall work in good faith to resolve any such dispute within fifteen (15) business days. If unresolved, the matter shall be subject to the dispute resolution provisions of Article 13.
6.1 Clawback Events. Company shall be entitled to recover (“claw back”) from Representative any Commission previously paid with respect to a transaction if, within the Clawback Period, any of the following events occurs (each, a “Clawback Event”):
(a) The Enrolled Physician or end customer returns the product for any reason;
(b) The Enrolled Physician or end customer disputes, contests, or initiates a chargeback with respect to the payment for such product;
(c) The Enrolled Physician or end customer fails to pay for the product and the amount becomes uncollectable after Company’s reasonable collection efforts;
(d) The order is cancelled, voided, or reversed by Company due to fraud, misrepresentation, or regulatory non-compliance;
(e) The Enrolled Physician’s enrollment is terminated within sixty (60) days of activation due to credentialing failure, fraud, or material breach of the physician’s agreement with Company; or
(f) The transaction is otherwise unwound, adjusted, or credited for any reason such that Company does not retain the revenue upon which the Commission was calculated.
6.2 Clawback Mechanics. Upon the occurrence of a Clawback Event, Company shall provide Representative with written notice specifying the transaction, the amount of Commission subject to clawback, and the basis for the Clawback Event. Company may, at its election: (i) deduct the clawback amount from future Commission payments due to Representative; or (ii) invoice Representative for the clawback amount, which shall be due and payable within thirty (30) days of the invoice date.
6.3 Offset Rights. Company shall have the right to offset any clawback amounts against any sums due to Representative under this Agreement or any other agreement between the Parties without further notice or consent.
6.4 Survival of Clawback. The obligations of Representative under this Article 6 shall survive the expiration or termination of this Agreement for a period of one hundred twenty (120) days following the date of the last Commission payment made to Representative.
6.5 Good Faith. Company shall exercise its clawback rights in good faith and shall not unreasonably withhold Commission payments pending resolution of potential Clawback Events. If a partial return or credit is issued, the clawback shall be limited to the proportionate share of Commission attributable to the returned or credited amount.
7.1 Company Data Ownership. Representative acknowledges and agrees that all data generated, collected, stored, or processed through or in connection with the Platform – including without limitation physician data, patient data (anonymized or otherwise), clinical outcomes data, ClinicalX data, protocol data, order data, usage analytics, and any derivative datasets – is and shall remain the sole and exclusive property of Company. Representative acknowledges that this data ownership structure is fundamental to Company's business model, as the ClinicalX outcomes engine and Genesis AI infrastructure depend upon aggregated, attributed data flowing exclusively through Company’s systems.
7.2 Platform Intellectual Property. All intellectual property rights in and to the Platform, including without limitation the MedGrid marketplace, ClinicalX engine, Genesis AI, Rep Portal, MedGrid Forum, BridgeMed telehealth integration, protocol library, and all associated software, algorithms, interfaces, documentation, and content, are and shall remain the exclusive property of Company.
7.3 Work Product Assignment. Any work product, sales materials, processes, methodologies, customer lists, or other materials created by Representative in connection with the performance of Services under this Agreement shall be deemed “works made for hire” under the copyright laws of the United States and to the fullest extent permitted by law and shall be the sole and exclusive property of Company. To the extent any such work product does not qualify as a work made for hire under 17 U.S.C. § 101, Representative hereby irrevocably assigns to Company all rights, title, and interest in and to all copyrights, trade secrets, and other intellectual property rights in such work product. The Company shall have the unrestricted right to use, reproduce, modify, distribute, and create derivative works from such work product, in perpetuity, without further compensation to the Representative.
7.4 Representative’s Pre-Existing Materials. Notwithstanding Section 7.3, Representative retains ownership of any materials, methodologies, or know-how that Representative owned prior to the Effective Date and that are not derived from Confidential Information (“Pre-Existing Materials”). If Representative incorporates any Pre-Existing Materials into deliverables under this Agreement, Representative hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such Pre-Existing Materials as incorporated.
7.5 No Data Rights Upon Termination. Upon expiration or termination of this Agreement for any reason, Representative shall have no rights, title, or interest in any data collected or generated during the Term, including without limitation any physician lists, enrollment data, order histories, outcomes data, or pipeline information maintained in the Rep Portal or CRM.
7.6 Further Assurances. The Representative shall execute, acknowledge, and deliver such further instruments and documents, and shall take such other actions, as the Company may reasonably request or deem necessary from time to time in order to vest, perfect, or confirm the Company’s rights, title, and interest in and to the work product and data described in this Article 7.
8.1 Confidentiality Obligations. During the Term and for a period of three (3) years following expiration or termination of this Agreement, Representative shall: (a) maintain the confidentiality of all Confidential Information and shall protect it with at least the same degree of care as the Representative uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party without Company’s prior written consent; and (c) use Confidential Information solely for the purpose of performing Services under this Agreement.
8.2 Exceptions. The obligations set forth in Section 8.1 shall not apply to information that: (a) is or becomes publicly available through no fault of Representative; (b) was known to Representative prior to disclosure by Company, as evidenced by written records; (c) is independently developed by Representative without use of or reference to Confidential Information, unless derived from Confidential Information in the unassisted memory of Representative; or (d) is disclosed pursuant to a valid court order or governmental requirement, provided Representative gives Company prompt written notice and cooperates with Company’s efforts to obtain a protective order.
8.3 Return of Materials. Upon expiration or termination of this Agreement, Representative shall promptly return or destroy (at Company’s election) all Confidential Information in Representative’s possession or control, including all copies, notes, summaries, and derivative materials, in whatever form or medium, and shall certify such return or destruction in writing.
8.4 Patient and Clinical Data. Without limiting the generality of the foregoing, Representative acknowledges that certain Confidential Information may include protected health information (“PHI”) as defined under HIPAA. Representative shall comply with all applicable HIPAA and state privacy requirements with respect to any PHI to which Representative may have access in the course of performing Services.
9.1 Non-Compete. During the Term and for a period of twelve (12) months following the expiration or termination of this Agreement (the “Restricted Period”), Representative shall not, directly or indirectly, within the Assigned Territory: (a) engage in, own, manage, operate, or control any business that competes with the Platform or the Services; (b) serve as a sales representative, consultant, or agent for any competing clinical intelligence platform, medical marketplace, or outcomes-tracking system; or (c) solicit, recruit, or assist any entity in developing a platform substantially similar to MedGrid. Notwithstanding the foregoing, this Section 9.1 shall not apply to, and shall not be enforced against, any Representative whose principal residence or principal place of business is in California or in any other jurisdiction whose law prohibits such a covenant, and to the extent applicable law renders any restriction in this Section void, that restriction shall not apply. This limitation is required by California Business and Professions Code Sections 16600, 16600.1, and 16600.5.
9.2 Non-Solicitation of Physicians. During the Term and the Restricted Period, Representative shall not, directly or indirectly, solicit, induce, or attempt to induce any Enrolled Physician or prospective physician in Representative’s pipeline to: (a) terminate or reduce their relationship with Company; (b) purchase products or services from a competitor of Company; or (c) transition to a competing platform.
9.3 Non-Solicitation of Personnel. During the Term and the Restricted Period, Representative shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or other representative of Company. The non-solicitation obligations in Sections 9.2 and 9.3 apply only to the extent necessary to protect Company's trade secrets and confidential information under the California Uniform Trade Secrets Act and the federal Defend Trade Secrets Act, and shall not be enforced against any Representative whose principal residence or principal place of business is in California except to the extent the conduct involves the actual or threatened misappropriation of Company's trade secrets.
9.4 Reasonableness. Representative acknowledges that the restrictions set forth in this Article 9 are reasonable and necessary to protect Company’s legitimate business interests, including its proprietary data, physician network, vendor relationships, and the compounding value of the Platform.
9.5 Remedies. Representative acknowledges that a breach of this Article 9 would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available, in addition to all other remedies at law.
10.1 General Compliance. Representative shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of Services, including without limitation the Federal Food, Drug, and Cosmetic Act, state pharmacy and medical practice acts, and all regulations governing the marketing and sale of pharmaceutical products, biologics, medical devices, and compounded preparations.
10.2 Anti-Kickback Statute. The Parties intend that this Agreement and all compensation paid hereunder comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and all applicable state anti-kickback and fee-splitting laws. Representative represents and warrants that: (a) all compensation under this Agreement is fair market value for legitimate, commercially reasonable services actually rendered; (b) Representative shall not offer, pay, solicit, or receive any remuneration (whether in cash or in kind) to induce or reward the referral of patients, the ordering of products, or the arranging for services reimbursable by any federal healthcare program; and (c) the volume or value of referrals or business generated shall not be a factor in determining compensation under this Agreement, except as permitted by applicable safe harbors.
10.3 Stark Law. To the extent applicable, this Agreement is intended to satisfy the requirements of the personal services arrangements exception under the Stark Law (42 U.S.C. § 1395nn) and applicable regulations, including 42 C.F.R. § 411.357(d). The arrangement covers all services to be furnished by Representative, is for a term of at least one (1) year, compensation is set in advance and does not take into account the volume or value of referrals, and the services do not exceed those that are reasonable and necessary. The Parties acknowledge that the residual Commission described in Section 5.1 applies only to the non-federal business permitted by Section 5.1, and to the extent any compensation could be deemed to vary with the volume or value of federally reimbursable referrals, the Parties intend that it be restructured as a fixed fair-market-value fee so as to satisfy an applicable safe harbor or exception.
10.4 Exclusion Screening. Representative represents and warrants that Representative is not currently, and has not been: (a) excluded, debarred, or suspended from participation in any federal healthcare program (including Medicare or Medicaid); (b) convicted of a criminal offense related to healthcare fraud, patient abuse, or controlled substances; or (c) listed on the OIG List of Excluded Individuals/Entities or the GSA System for Award Management. Representative shall promptly notify Company if any such event occurs during the Term.
10.5 Product Claims. Representative shall not make any claims, representations, or warranties regarding any product's safety, efficacy, indications, or regulatory status that have not been expressly approved by Company in writing. Representative shall not engage in off-label promotion or make representations that exceed the scope of a product’s FDA clearance, approval, or registration tier.
10.6 HIPAA Compliance. Representative shall comply with all applicable requirements of the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations (collectively, “HIPAA”), to the extent Representative accesses, uses, or is exposed to PHI in the course of performing Services. If Company determines that a Business Associate Agreement is required, Representative shall execute such agreement as a condition of continued engagement.
10.7 State Licensing. Representative represents and warrants that Representative holds all licenses, permits, and registrations required by applicable state law to perform the Services in the Assigned Territory, and shall maintain such credentials in good standing throughout the Term.
11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Article 11. Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach; or (b) the other Party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.
11.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party.
11.4 Termination by Company for Cause. Company may terminate this Agreement immediately and without opportunity to cure upon written notice if: (a) Representative is excluded from any federal healthcare program; (b) Representative is convicted of a healthcare-related criminal offense; (c) Representative violates Article 10 of this Agreement; (d) Representative fails to meet minimum performance thresholds as set forth in Exhibit B for two (2) consecutive quarters; or (e) Representative engages in conduct that, in Company’s reasonable judgment, creates material regulatory risk for Company.
11.5 Effect of Termination. Upon termination or expiration for any reason:
(a) Representative shall immediately cease performing Services, cease holding itself out as a representative of Company, and return all Company materials and Confidential Information pursuant to Section 8.3.
(b) Representative’s access to the Rep Portal, CRM, and all Platform tools shall be revoked immediately upon termination.
(c) Company shall pay Representative any Commissions earned and accrued as of the termination date, subject to the clawback provisions of Article 6, within forty-five (45) days following termination.
(d) Upon termination without cause by Company, Representative shall continue to receive residual Commissions on Net Revenue generated by Enrolled Physicians for a period of 6 months following the termination date (“Tail Period”), after which all Commission obligations shall cease.
(e) The following Articles shall survive termination or expiration of this Agreement and shall remain in full force and effect in accordance with their respective terms: Articles 6, 7, 8, 9, 10.4, 12, 13, and 14.
12.1 Indemnification by Representative. Representative shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, members, managers, employees, and agents (collectively, “Company Indemnitees”) from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Representative’s breach of this Agreement; (b) Representative’s negligence or willful misconduct; (c) any misrepresentation made by Representative to a physician, vendor, patient, or third party; (d) Representative’s violation of any applicable law or regulation, including the Anti-Kickback Statute, Stark Law, or HIPAA; or (e) any claim that Representative is an employee of Company.
12.2 Indemnification by Company. Company shall indemnify, defend, and hold harmless Representative from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Company’s breach of this Agreement; (b) Company’s negligence or willful misconduct; (c) product liability claims relating to products sold through the Platform, except to the extent caused by Representative’s misrepresentation or unauthorized promotion; or (d) the operation of the Platform, ClinicalX engine, or Genesis AI.
12.3 Limitation of Liability. EXCEPT FOR BREACHES OF ARTICLE 8 (CONFIDENTIALITY), ARTICLE 9 (RESTRICTIVE COVENANTS), OR OBLIGATIONS UNDER SECTION 12.1 OR 12.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO REPRESENTATIVE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13.1 Good Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives of each Party for a period of thirty (30) days following written notice of the dispute.
13.2 Mediation. If the dispute cannot be resolved through negotiation, the Parties shall submit the dispute to non-binding mediation administered by JAMS or another mutually agreed mediation service, with the mediation to take place in Miami Beach, Florida.
13.3 Binding Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the initial dispute notice, either Party may submit the dispute to final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami Beach, Florida. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
13.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration, particularly with respect to breaches or threatened breaches of Articles 8 or 9.
13.5 Prevailing Party. The prevailing Party in any arbitration or litigation arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
13.6 Class Action and Jury Trial Waiver. To the fullest extent permitted by law, all disputes shall be resolved on an individual basis only, and each Party waives any right to commence, join, or participate in any class, collective, consolidated, mass, or representative proceeding, and waives any right to a trial by jury. This Section 13.6 does not limit either Party's right to seek injunctive relief under Section 13.4.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
14.3 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
14.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.
14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.
14.6 Assignment. Representative may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement to any affiliate or successor entity without Representative’s consent.
14.7 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, certified, return receipt requested. Notices shall be sent to the addresses set forth in the preamble or to such other address as a Party may designate in writing.
14.8 Independent Contractor Confirmation. The Parties reaffirm that the relationship created by this Agreement is that of independent contracting parties. Representative shall not be treated as an employee of Company for federal or state tax purposes or for purposes of the Fair Labor Standards Act, the National Labor Relations Act, or any other federal, state, or local law or regulation.
14.9 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, epidemics, government actions, supply chain disruptions, or platform outages, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.
14.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
14.11 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
14.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy.
15.1 Mutual Representations. Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.
15.2 Representative’s Additional Representations. Representative further represents and warrants that: (a) Representative possesses the skills, experience, and qualifications necessary to perform the Services; (b) Representative is not subject to any restrictive covenant or obligation that would prevent or limit Representative's performance under this Agreement; (c) Representative has not been excluded from any federal or state healthcare program; and (d) Representative shall maintain all required licenses and certifications throughout the Term.
15.3 Company’s Additional Representations. Company further represents and warrants that: (a) the Platform is operated in material compliance with applicable law, including HIPAA; (b) Company maintains appropriate data security measures for Confidential Information and PHI; and (c) the products available through the Platform are sourced from vendors that meet applicable regulatory requirements for their respective product tiers.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
By: ____________________________
Name: __________________________
Title (if entity): ___________________
Date: ___________________________
[To be completed at execution. Specify geographic region, state(s), or market(s) assigned to Representative.]
[To be completed at execution. Specify: (i) SaaS Activation Commission rate/amount; (ii) Marketplace GMV Residual Commission percentage; (iii) Grassroots Vendor Marketplace Commission percentage; (iv) minimum quarterly enrollment targets; (v) minimum quarterly GMV targets; and (vi) any tiered or accelerator structures.]