Dr. Brown Cares LLC Medical Director Consultation Initial Agreement

Please read this initial Dr. Brown Cares Medical Director Consultation agreement.

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This Agreement (the “Agreement”) is entered into effective as of the _____ day of ______________, 20_____, (the “Commencement Date”), by and between ___________________________ (the “Client”), and Dr. Brown Cares, LLC, a Wyoming limited liability company (the “Consultant”). Client and Consultant may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

RECITALS

Whereas, the Client is in the business of providing med spa services; and

Whereas, the Consultant is in the business of providing non-clinical wellness business consulting services for med spas; and

Whereas, the Client desires to engage the Consultant to provide certain services to the Client as set forth in this Agreement, and the Consultant desires to provide such services.

NOW THEREFORE, in consideration of the mutual obligations specified in this Agreement, the Parties, intending to be legally bound hereby, agree to the following:

AGREEMENT

Scope of Services.

Consultant Services. Except as otherwise set forth herein, the Parties hereby agree that Consultant shall provide Client with non-clinical wellness business consulting services described on Exhibit A attached hereto and incorporated herein by reference (collectively, the “Consultant Services”). Such Consultant Services shall be provided to Client pursuant to the terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement and applicable law, Consultant will have the right and commensurate authority to perform the Consultant Services in a manner it deems reasonably appropriate and to delegate or subcontract any of its duties or obligations under this Agreement or any portion thereof. No provision of this Agreement will or is intended to limit the right, authority, or ability of Consultant or its affiliates to contract with or provide services to any other entity or person. Further, the Consultant Services are not legal advice and the provision of Consultant Services must not be construed as the provision of legal advice. Client should independently seek legal advice and counsel regarding business, healthcare, and med spa law. Additionally, Consultant Services are limited in scope and focused on some but not all key areas of healthcare business. Consultant is not responsible for comprehensive coverage or review of healthcare business or law during this Agreement or after termination of this Agreement. Consultant is also not responsible for decisions and actions of Client during this Agreement or after termination of this Agreement. Further, nothing in this document should be interpreted as permitting or approving Consultant to practice medicine, either directly or through Consultant’s representatives or staff. The Parties intend for any activities carried out in accordance with this Agreement that are acts of medicine to be neither acts of Consultant nor acts by Consultant.

Additional Services. In addition to the Consultant Services, Consultant offers access to an array of tools, resources, online platforms, and services designed to provide additional support to Client (collectively, the (“Additional Services”). The Parties hereby agree that Consultant shall make available to Client those Additional Services selected on Exhibit B attached hereto and incorporated herein by reference.

Other Services. In addition to the Consultant Services and Additional Services (collectively, the “Consultant Services”), from time to time, the Parties may desire that Consultant provide services to Client that are not currently contemplated by this Agreement. If such additional services are requested by the Client and are to be performed by Consultant, then the Parties shall amend this Agreement in order to specify the additional services to be provided by Consultant and any additional fees and out-of-pocket expenses that Consultant may charge for such additional services.

Fees and Expenses.
1. Consultant Services Fee. In exchange for the Consultant Services, Client shall compensate Consultant in an amount set forth on Exhibit A (the “Consultant Services Fee”).
2. Additional Services Fee. In exchange for access to those Additional Services selected by the Client (if any), Client shall compensate Consultant in an amount set forth on Exhibit B (the “Additional Services Fee”).
3. Adjustment of Fees. The Client’s selection of Consultant Services and/or Additional Services, together with the amount of the applicable Consultant Services Fee and Additional Services Fee (collectively the “Fees”) may be amended from time to time by mutual agreement of the Parties; provided, however, that: (i) any adjustment to Exhibit A or Exhibit B shall be set forth in a written amendment to this Agreement that is signed by both Parties prior to the effective date of the amendment; (ii) the Fees may be adjusted no more frequently than once every 12 months; and (iii) any adjustment to the Fees shall be determined in a manner that does not take into account the volume or value of any referrals or business otherwise generated between the Parties for which payment may be made in whole or in part under a federal or state health care program or health care insurer.
4. Other Expenses. Except as explicitly provided by this Agreement or as otherwise agreed upon by the Parties in writing, the Consultant shall, at its own expense, provide all materials and equipment necessary to deliver the Consultant Services.
5. No Referrals. The Parties agree that the benefits to the Parties under this Agreement do not require, are not payment for, and are not in any way contingent upon, the referral of patients or business or any other arrangement for the provision of medical services or products.
Consultant’s Obligations.
1. Services Provided. Consultant acknowledges that Consultant shall have responsibility for ensuring that the Consultant Services are performed in accordance with applicable federal and state law, generally-accepted industry standards, as well as any other third-party payer rules or guidelines provided by Client to Consultant. Unless otherwise specified, the Consultant may, at its discretion, hire a third-party subcontractor to perform some or all of the Consultant Services under this Agreement.

Client’s Obligations.

Provision of Information. Client shall have full legal responsibility for the timely provision of complete, accurate and reliable information, data, and materials needed for Consultant Services under this Agreement, including all information related to med spa compliance and regulation documentation.

Correction of Information. Client shall not knowingly submit to Consultant any information, documents and other records, including, but not limited to, information, documents or records that are not accurate, true, and correct in all material respects. Upon becoming aware of any inaccuracy, untruth or incorrect information or any material change to the foregoing in connection with this subsection (b), Client shall promptly notify Consultant thereof and use reasonable efforts to provide Consultant with updated documents and records, as appropriate.

Client Intellectual Property. Client gives Consultant full and unrestricted permission to display Client name, logo, and other publicly available Client information on Consultation website and marketing materials.

Use of Individual Information. Under this Agreement, Client is not permitted to use the name, medical license number or information, or NPI of Dr. Sherry-Ann Brown or any other individual Healthcare Provider affiliated with Consultant in any written, clinical, or marketing materials, or on any website or other professional or promotional material.

Term and Termination.

Term. The term of this Agreement shall commence on the Commencement Date and shall continue for a period of 30 days, unless terminated pursuant to the terms of this Agreement. This Agreement shall not automatically renew.

Termination.

Either Party may terminate this Agreement, immediately, without prior notice to the other Party, if the non-terminating Party: liquidates, dissolves or winds up; becomes insolvent or seeks protection, voluntary or involuntary, under applicable bankruptcy law; makes an assignment for the benefit of its creditors; is charged by an administrative agency or a court of competent jurisdiction with a violation of any law or regulation in connection with the provision of the Consultant Services; or if any principal of the Party is charged by a court of competent jurisdiction with a felony or any misdemeanor involving fraud or embezzlement, including, without limitation, mail or insurance fraud.

Independent Contractor. The Parties expressly agree and understand that the Consultant is an independent contractor hired by the Client, and nothing in this Agreement shall be construed to create between them any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the terms of the Agreement. Consultant acknowledges and agrees that it shall be solely responsible for all payroll taxes, withholding taxes, withholding tax obligations, and related duties connected with the personnel employed by Consultant to provide the Consultant Services. The Consultant is exclusively responsible for directing and overseeing the execution of the Consultant Services, including timing, location, and manner. The Consultant shall utilize its best efforts, energy, and expertise in its own name and as it deems appropriate.

Insurance Requirements. The Consultant has the option to obtain and maintain workers’ compensation, general liability, and errors and omissions or professional liability insurance covering all of the Consultant Services if applicable.

Confidential and Proprietary Information and Nonsolicitation.

Confidential Information. Both Parties acknowledge and agree that during the Term each Party may be provided, and may otherwise come into contact with, confidential and proprietary information of the other Party and its affiliates and customers, including, but not limited to, customer lists, business plans, know-how, trade secrets, development and experimental work, other proprietary and confidential matters relating to the financial affairs, personnel, products and services, sales, and business and other affairs of the other Party and any division or affiliate of the other Party and their respective assigns and successors, and such information shall be considered confidential so long as it is neither generally known nor readily ascertainable by the public (collectively, the “Confidential Information”). Without the explicit consent of the Party with which the Confidential Information originated, the other Party shall: (i) use such Confidential Information solely to carry out its obligations under this Agreement; and (ii) not share, disclose, or permit its agents or representatives to share or disclose, such Confidential Information except to the extent required by law. The confidentiality provisions of this Section shall survive the termination of this Agreement and continue in perpetuity. Except to the extent required by law or agreed to by the Parties in writing, each Party shall promptly return to the other Party all of the other Party’s Confidential Information, and all copies thereof, in its possession upon the termination of this Agreement. Further, each Party also consents to keeping any disagreement between the Parties confidential. Each Party agrees to not post any unfavorable comments about the other Party online or in any other public forum. Each Party shall be entitled to injunctive relief to compel the other Party or anyone posting on behalf of the other Party to remove any unfavorable information, including but not limited to negative opinions, ratings, or feedback, posted on any public forum by the other Party or anyone else on behalf of the other Party. The offending Party will also be liable for all legal fees and costs associated with enforcing this provision.

Proprietary Information. Client acknowledges and agrees that under the terms of this Agreement, all associated business practices and methods, products, tools, software programs, and other trade secrets or documents of Consultant, are the sole property of Consultant (the “Proprietary Information”), and Client is entitled to use the Proprietary Information only as permitted under such subscription agreements, licenses, or other agreements as may be in effect between the Parties.

Non-solicitation. Starting on the last working day of providing services according to this agreement, and extending for one year subsequent to the termination of this agreement, provider shall not either indirectly or directly solicit the business or collaboration of any company or individual to whom Client was introduced by the Consultant.

Remedies for Breach. The Parties acknowledge that monetary damages may not be an adequate remedy for a breach of this Section; therefore, in the event of any breach or threatened breach of this Section by the other Party, a Party may seek, in addition to all other remedies available at law or in equity: (i) equitable relief, including injunctive relief, without the need to post bond, and (ii) specific performance.

Indemnification. Without limitation as to the other rights of the Parties, each Party shall indemnify, defend, and hold harmless the other Party and its members, officers, managers, agents, affiliates, representatives, employees, and the personal representatives, heirs, successors and/or assigns, as applicable, of such persons, against and from all liability, demands, claims, actions or causes of action, assessments, losses, penalties, costs, damages or expenses, including reasonable attorneys’ and expert witness fees sustained or incurred by any of the foregoing persons as a result of or arising out of or by virtue of any misrepresentation or breach of any representation, warranty, covenant or agreement of the indemnifying Party set forth in this Agreement.

Assignment. Neither Party may assign its rights or obligations under this Agreement to any other party or individual without the prior written approval of the other Party. Any attempted assignment in violation of the foregoing shall be void and of no effect. The rights and obligations of this Agreement shall extend to and be binding upon the Parties and their respective heirs, executors, administrators, successors and assigns, as applicable.

Notice. All notices or requests required or contemplated by this Agreement shall be in writing and such notice shall be delivered as follows:

(a) if from the Client to the Consultant, shall be delivered or mailed to:

Dr. Brown Cares LLC
1200 Brickell Ave Ste 1950 #1005

Miami, FL 33131

or such other address as the Consultant shall specify in written notice to the Client.

(b) if from the Consultant to the Client, shall be delivered or mailed to:

_________________________________

or such other address as the Client shall specify in written notice to the Consultant.

Dispute Resolution; Governing Law. The Parties shall first endeavor to resolve any issue via negotiations conducted in good faith. If the Parties are unable to resolve their issue via negotiation, any side may start mediation or binding arbitration in the State of Ohio (the “State”). If the Parties do not choose to mediate or arbitrate the issue and litigation becomes required, this Agreement shall be construed in accordance with the laws of the State, without regard to that State’s conflict of law rules. The Parties have agreed that the dispute shall be determined by a court of competent jurisdiction in the State. Should a dispute between the Parties result in legal action, the Consultant shall be entitled to all court expenses, including reasonable attorney’s fees.

Force Majeure. Consultant and any of its employees or agents shall not be in breach of this Agreement for any delay or failure to perform due to causes beyond its control. This includes, but is not limited to, acts of God or a public enemy; natural disasters; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military, or regulatory authority; power outage or other disruptions of communication methods; and any other event beyond the Consultant’s reasonable control.

Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which shall be considered a single agreement. A facsimile, email, or other electronic communication of a signed copy of this Agreement shall have the same legal effect as delivery of an original signed copy of this Agreement.

Severability. If any term or provision of this Agreement is invalid, unlawful, or unenforceable in any jurisdiction, such invalidity, unlawfulness, or unenforceability shall not affect any other term or provision of this Agreement or render such term or provision invalid or unenforceable in any other jurisdiction.

Captions for Convenience. All captions herein are for convenience or reference only; they are not part of this Agreement and shall not be construed as limiting or otherwise affecting any of its contents.

No Waiver. No waiver or failure to act with respect to any term of this Agreement or any right or remedy arising under this Agreement shall be construed as or constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).

Entire Agreement. This Agreement, together with the exhibits, represents the sole and exclusive agreement between the Parties with respect to the subject matter hereof and replaces all prior and contemporaneous understandings, agreements, representations, and warranties, whether written and oral, with respect to such subject matter. This Agreement can only be altered, modified, or supplemented by a written agreement signed by both Parties.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date(s) indicated below, to be effective as of the Commencement Date.

Client

Signature:_________________________________

Name: ___________________________________

Title: ____________________________________

Date:

Consultant

Dr. Brown Cares, LLC

By: _____________________________________

Name: ___________________________________

Title: ____________________________________

Date:

EXHIBIT A

Consultant Services and Consultant Services Fee

Consultant Services: The Client agrees to obtain from Consultant, and Consultant agrees to provide, the following Consulting Services in the form of questionnaire(s) and inquiry discussions focused on asking questions for Clients to consider topics regarding health-related:

Services;
Facility;
Physical Location;
Business Planning;
Insurance;
HIPAA;
OSHA;
Credentialing & Licensing;
Adverse Event, Urgent Care, And Emergency Protocols;
Background & Training;
Regulatory Considerations.

Consultant Services Fee: The Consultant Services Fee shall equal a total of $______________ plus transaction fee and shall be due for payment immediately on the Commencement Date of this Agreement.

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EXHIBIT B

Additional Services

Additional Services: The Client may wish to obtain from Consultant, and Consultant may wish to provide, either directly or through its affiliates, vendors, or subcontractors, the Additional Services identified below:

Limited Review of Regulatory Documents;
Limited Review of Health Business Strategy;
Limited Review of Health-Related Business Structure.

Additional Services Fee: The aggregate compensation that would be due to Consultant for the Additional Services if pursued by Client equals $______________ and shall be due for payment if the Client decides to obtain these services from Consultant.

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