SHAPE ReClaimed™, LLC

Practitioner Agreement

In consideration of SHAPE ReClaimed™, LLC, a Missouri limited liability company (“SHAPE ReClaimed™”), allowing the professional named below “Professional”) to utilize SHAPE ReClaimed™ products (the “Products”) in Professional’s treatment of patients, SHAPE ReClaimed™ and Professional agree to the following provisions:

1. Sales. Professional may choose to utilize the Products only in the treatment of Professional’s patients. Should professional treat patients distally, professional agrees to retain medical records prior to starting patient on a SHAPE protocol. Professional agrees to the recommended SHAPE ReClaimed™ protocol for treating patients during program for maximum results AND IS REQUIRED TO PROVIDE A PATIENT GUIDEBOOK FOR EVERY PATIENT. Professional shall not have the right to provide or sell the Products to any other party or through any other means except as specifically allowed pursuant to the preceding section 1.

1.1 WHILE IT IS ENCOURAGED PROFESSIONAL TRAIN SUPPORT STAFF, PROFESSIONAL MAY NOT TRANSFER PROFESSIONALS RESPONSIBILITY TO STAFF IN MONITORING PATIENT DURING A SHAPE PROTOCOL.

1.2 Sales information. Without limiting the generality of the foregoing, Professional shall not resell the Products, directly or through a third party, online through an online store, website, eBay, Amazon, email campaigns or any other internet-related method. ALL SHAPE MATERIALS ARE COPYRIGHTED AND TRADEMARKED. Professional shall not remove or alter any label and shall not repackage the Products. Professional shall not alter any of SHAPE reclaimed, llc’s written material (Physician’s Technical Guidebook, Patient Guidebook, SHAPE Marketing material in any way except where expressed to add professional’s contact.)

2. Orders. Professional shall place orders for Products through SHAPE ReClaimed™ website or by calling SHAPE ReClaimed™ office, not by email request. Each order placed by Professional shall be a minimum of 12 bottles, which equates a box of Product. All orders placed by Professional and accepted by SHAPE ReClaimed™ shall be final. Payment in full for each order is due at the time Professional places such order.

3. Returns. All returns of Products require advanced authorization from SHAPE ReClaimed™. Unopened Products that are in acceptable condition for resale, as determined by SHAPE ReClaimed™ in its sole discretion, may be returned within 30 days of purchase for a full refund. Products in such condition may be returned only if defective, as determined by SHAPE ReClaimed™ in its sole discretion, and accompanied by documentation substantiating the defect.

4. Policies and Procedures. This agreement and all use of the Products by Professional in treating Professional’s patients shall be subject to SHAPE ReClaimed™ Medical Disclaimer and Intended Use Disclaimer and any policies and procedures that SHAPE ReClaimed™ may set forth and amend from time to time.

5. Trademark License. SHAPE ReClaimed™ hereby grants Professional a non-exclusive, non-transferrable, royalty-free license to use the trademarks owned by SHAPE ReClaimed™ associated with the Products solely in connection with the sale and marketing of the Products in accordance with this Agreement, and subject to the approval of SHAPE ReClaimed™. Prior to using the trademarks or otherwise marketing the Products, Professionals shall submit to SHAPE ReClaimed™ for approval a written plan for marketing the Products, including examples of materials marketing the Products and/or utilizing the trademarks. The license granted pursuant to this paragraph shall automatically terminate concurrently with the termination of this Agreement. PROFESSIONAL MAY NOT USE SHAPE ReClaimed IN A WEBSITE DOMAIN NAME UNDER ANY CIRCUMSTANCES but may incorporate a SHAPE ReClaimed tab within one’s website.

6. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SHAPE RECLAIMED™ MAKES NO WARRANTY WATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS OF THE PRODUCTS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SHAPE RECLAIMED™ BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER DUE TO BREACH OF WARRANTY, BREACH OF CONTRACT, OR OTHERWISE. ANY LIABILITY OF SHAPE RECLAIMED™ TO PROFESSIONAL OR OTHERS FOR DAMAGES OF ANY KIND WILL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PURCHASED BY PROFESSIONAL.

THE PRODUCTS ARE NOT INTENDED TO REPLACE THE EXPERT ADVICE OF A TRAINED HEALTH CARE PROFESSIONAL, AND HAVE NOT BEEN EVALUATED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION. THE PRODUCTS SHOULD NOT BE USED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. THE INFORMATION CONTAINED IN THE PRODUCTS SHOULD NOT BE CONSTRUED AS MEDICAL ADVICE. ALL TREATMENT PLANS PROVIDED TO PATIENTS BY PROFESSIONAL, INCLUDING THOSE UTILIZING THE PRODUCTS, ARE SOLELY THE RESPONSIBILITY OF PROFESSIONAL.

7. Indemnification. Professional shall defend, indemnify, save and hold SHAPE ReClaimed™ and SHAPE ReClaimed™ subsidiaries, affiliates, members, managers, agents, employees, representatives, successors and assigns (“Affiliates”) from and against any and all losses, claims, liabilities, actions, judgments, damages, and expenses, including, without limitation, reasonable attorneys’ fees and expenses, suffered or incurred by or asserted or rendered against SHAPE ReClaimed™ or SHAPE ReClaimed™ Affiliates pursuant to, due or attributable to, arising out of or in connection with or in respect of, or resulting from (a) any breach by Professional of any duty, obligation, covenant, agreement, representation, warranty or term or provision contained in this Agreement or any agreement incidental hereto; or (b) any allegation, causes of action, claims or demands made or brought by any patients of Professional. The covenants and obligations contained in this paragraph shall survive the termination of the Agreement.

8. Termination. Either party may terminate this Agreement immediately upon notice to the other party. Upon termination, any balance owed by Professional shall be immediately due and payable. SHAPE ReClaimed™ reserves the right to suspend or discontinue sales to Professional in the event Professional violates any of the terms contained in this Agreement or in SHAPE ReClaimed™ Policies and Procedures.

9. Assignment. Professional shall not assign, transfer or otherwise convey any of Professional’s rights or obligations under this Agreement without the advance written consent of SHAPE ReClaimed™.

10. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, construed and interpreted in accordance with the laws of the State of Missouri, without regard to choice or conflicts of laws rules. Any action brought to enforce any right or obligation under this agreement shall be brought in the state courts situated in St. Louis County, Missouri.

11. Merger. This Agreement supersedes all previous agreements, understandings and arrangements between the parties, whether oral or written and constitutes the entire agreement between the parties regarding the subject matter hereof.

12. Amendment. This Agreement may not be modified, amended, altered or supplemented except by an agreement in writing executed by the parties hereto.

IN WITNESS WHEREOF, Professional and SHAPE ReClaimed™ have executed this Agreement effective as of the date set forth below.

“Professional”

Business Name:_________________________________________________________________________________

Business Address: ______________________________________________________________________________

Contact Name: _______________________________________ Phone: _____________________________

Signature:___________________________________________ Date: _______________________________

SHAPE ReClaimed™, LLC

By:_________________________________________________

Linda A. Frisch, Manager

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