Neuro Therapy - Neuro Recovery Network Agreement

NEURO THERAPY - NEURO RECOVERY ™NETWORK AGREEMENT

This Neuro Therapy - Neuro Recovery ™ Network Agreement (the "Agreement"), is dated and effective as of ______, (“Effective Date”) byand between______(hereinafter“Provider”) located at ______andARP Wave, LLC (“ARPwave"), located at 7721145 Street West, Apple Valley, MN 55124.

WHEREAS, ARPwave is a Minnesota limited liability company engaged in the business of providing Neuro Therapy - Neuro Recovery ™Treatment Systems (“Systems”)[1]and related services to health care providers and the public at large. Neuro Therapy - Neuro Recovery ™is a proprietary and patented treatment process which uses unique FDA cleared electric muscle stimulation medical purpose device totreat the neurological origin of physiological symptoms;

WHEREAS, Provider is an association of medical professionals licensed by the State of Arizona which provides medical services to patients at its office location (for the purposes of the Agreement, Provider and the medical practice are sometime referred to as the "Practice");

WHEREAS, Provider desires to engage ARPwave to provide Neuro Therapy equipment, Neuro Therapy - Neuro Recovery protocolsand related business services as are necessary and appropriate for the day-to-day implementation of Neuro Therapy - Neuro RecoveryTreatment Systems to patients;

WHEREAS, ARPwavedesires to provide such services as set forth herein; and

WHEREAS, Provider and ARPwavedesire to enter into this Agreement to provide a statement of their respective rights and responsibilities in the implementation and provision of Neuro Therapy - Neuro RecoveryTreatment Systems.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual benefits to be delivered hereby and the promises, representations, warranties, covenants and agreements herein contained, ARPwaveand Provider hereby agree, intending to be legally bound, as follows:

1.Obligationsand Representations of ARPwave. At the request of Provider, in accordance with the compensation arrangements set forth in Schedule “A” attached and incorporated herein, ARPwaveshall supply the following Systems and related services, in consideration of the fees paid hereunder:

(a)Supply Provider with ARPwave Neuro Therapy - Neuro Recovery ™ Treatment Systems, comprised of FDA cleared electric muscle stimulation medical equipment and proprietary protocols;

(b)SupplyProvider,at the Provider office location, with a trained ARPwave Technician to operate the FDA cleared electric muscle stimulation medical devices, called the RX 100™, pursuant to the Neuro Therapy - Neuro Recovery protocols selected by the Provider;

(c)Supply Provider, with additional FDA cleared electric muscle stimulation medical devices for use by the Provider patient in their home to achieve maximum Neuro Recovery. The in-homeSystems are intended for use by the patient during the initial 30 days of treatment, or as prescribed by the Provider treatment plan. Provider has the option to extend the use of the in-home Systems beyond the initial 30-day period, as may be necessary, on a per diem charge to the Provider patient.

(d)Supply Provider with third party billing services for the Neuro Therapy -Neuro Recovery Treatment Systems utilized for patients in the Provider practice, as set forth on Schedule “B” hereto.

2.Compensation for ARPwave. ARPwave shall be compensated by Provider for Neuro Therapy - Neuro Recovery ™Treatment Systems administered to patients by an ARPwave technician, as set forth on Schedule“A” hereto. Any amounts payable to ARPwave by Provider hereunder which are not paid by Provider when due, will be subject to an annual interest rate charge of twelve percent (12%).

3.Obligations and Representations of Provider.

(a)Provider will designate a location in its Practice facility to ARPwave for purposes of providing ARPwave Neuro Therapy - Neuro Recovery ™ Treatment Systems, comprised of FDA cleared electric muscle stimulation medical equipment and proprietary protocols directed at the particular aspects of the Provider’s Practice and patient needs.

(b)During the term of this Agreement, Provider will not retain, engage or employ, directly or indirectly, any other entity or individual to provide the services for which Provider is contracting with ARPwaveduring the term of this Agreement. Provider agrees to use its best efforts to ensure that Provider patients timely return all in-home Systems to ARPwave after completing the prescribed period of use.

(c)Provider acknowledges and agrees that without Licensor’s express written consent, Provider shall not make enhancements or modify, or alter the Systems or any parts thereof. Provider and Licensor agree that from time to time Licensor may make enhancements or otherwise modify or alter the Systems provided and licensed herein and that all such enhancements shall be the property of Licensor and the use thereof will be governed by this License.

(b)Medical services shall be performed by Provider. Provider represents that individuals in its employ are licensed to practice medicine, that their license(s) are in good standing under the laws of the State of Arizona, and that same shall be maintainedin good standing throughout the term of this Agreement. Provider understands that any lapse in a medical license shall constitute a material breach of this Agreement.

(c)Provider represents that any individual retained, engaged or employed, or contracted with, directly or indirectly, to provide medical services, shall be qualified and if required, licensed individuals. Provider shall supervise all services performed by such individuals in accordance with applicable federal and state laws, rules and regulations, and assure such individuals maintain status in good standing under the laws of the State of Arizona.

(d)Provider represents that numerous patients are seen each month at its offices and that Provider is responsible for patient treatment and the preparation of and the contents of patient medical records and proper documentation of all medical services.

(e)Provider represents ithas professional liability malpractice insurance coverage not less than that required by State law. All other personnel providing health care services for clients of Provider are also covered by professional liability insurance in amounts not less than $1,000,000 per occurrence and $3,000,000 aggregate or as otherwise generally accepted standards of practice require.

(f)Provider represents that it will also maintain a general liability policy for the office premises.

4.Term and Termination.

(a)Term. This Agreement shall commence on the Effective Date and extend for an initial period of ninety days (90). After the initial period of ninety day (90), unless this Agreement is terminated by either party pursuant to Subsection C, below, the term shall automatically extend to a term of 24 months from the Effective Date., and shall automatically renew on an annual basis thereafter.

(b)Negotiation and Renewal of Schedule A. Not later than sixty (60) days prior to each one-year anniversary of the Effective Date hereof, a Party wishing to revise Schedule “A” affixed hereto shall serve notice in writing of such intention to the other Party, along, with the new terms proposed. Within sixty (60) days thereafter, the Parties shall agree to a new Schedule“A.” In the event the Parties are unable to come to such agreement, either Party may notify the other within ten (10) days following the deadline for such agreement that it intends to terminate the Agreement. In such event, this Agreement shall be terminated thirty (30) days after such notice.

(c)Termination. Except as expressively permitted otherwise, either party may terminate this Agreement immediately for cause related to a material breach of this Agreement by providing written noticeof the material breach or without cause upon thirty (30) days advance written notice by either party.

(d)Payment of Amounts Due Upon Termination. Upon termination by Provider or ARPwave, all amounts due and payable hereunder shall be paid prior to the dateof termination.

(e)Return of Systems. Upon termination of this Agreement for any reason, Provider shall immediately release and return to ARPwave all ARPwave proprietary protocols and programs, medical equipment and all intellectual property, associated with the ARP Wave LLC, Neuro Therapy - Neuro Recovery ™ Treatment Systems, which are the subject of this Agreement.

5.Practice of Medicine.

The parties acknowledge that ARPwavepursuant to the terms of this Agreement will supply the FDA cleared electric muscle stimulation medical purpose device, called the RX 100™, and a trained ARPwave Technician to operate the device pursuant to the Neuro Therapy - Neuro Recovery protocols selected by the Provider. ARPwave is not authorized or qualified to engage in any activity which constitutes the practice of medicine, and nothing required herein shall be construed as the practice of medicine by ARPwave. To the extent any act or service required to be performed or provided by ARPwave is construed or deemed by any governmental authority, agency or court to constitute these practices, ARPwaveshall be released from any obligation to provide such act or service and the provision for such required act or service shall be deemed waived and forever unenforceable without otherwise affecting the terms of this Agreement; provided, however, that the parties shall diligently endeavor in good faith to make other mutually satisfactory agreements relating to any problematic or prohibited provisions, or actions which will not constitute the practice of medicine by ARPwave. Notwithstanding anything to the contrary contained herein, nothing shall impair the independent professional judgment of the health care Provider.

6.Confidentiality of Medical Records.

All medical records of Provider shall be maintained as confidential in accordance with applicable State and Federal laws. All medical records shall belong to Provider consistent with the dictates of medical ethics. The release, disclosure, removal or transfer of such records shall be governed by state and federal law and by Provider's established policies and procedures. Prior to the release of copies of any medical records to ARPwaveor other third parties, Provider shall obtain from the patient (or the patient's legal representative) and present to ARPwavean effective written consent or release that satisfies ethical constraints and applicable laws and is narrowly tailored to accomplish the sole purpose of such release, which the parties agree is to accomplish the provision of Neuro Recovery and Neuro Therapy and related billing services contemplated hereunder. In handling all medical records, Provider agrees to comply with all applicable state and federal laws and with any requirements or limitations described in the written consent or release.

7.Ownership of ARPwave Systems and Related Intellectual Property.

The Systems shall at all times be and remain, the sole and exclusive property of ARPwave and the Provider shall have no right, title or interest therein or thereto. All right, title and interest in and to the Neuro Therapy - Neuro Recovery Treatment Systems and associated ARPwave promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights, are and will at all times remain the property of ARPwave, and such items may only be used by Provider as expressly permitted hereunder. Provider shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Systems, ARPwave promotional materials and/or documentation.

"ARPwaveTrademarks" are defined as all names, marks, logos, designs, trade dress and other brand designations used by ARPwavein connection with its Neuro Therapy - Neuro Recovery Treatment Systems and related services. In performing its obligations hereunder, Provider may refer to the Systems by the associated ARPwave Trademarks, provided that such reference is not misleading and complies with any written guidelines issued by ARPwave. Provider is granted no right, title or license to, or interest in, any ARPwave Trademarks. Provider acknowledges and agrees that any use of the ARPwave Trademarks by Provider will inure to the sole benefit of ARPwave. If Provider acquires any rights in any ARPwave Trademarks by operation of law or otherwise, Provider will immediately, at no cost or expense to ARPwave, assign such rights to ARPwave along with all associated goodwill.

8.Disclaimer And Limitation Of Liability.

ARPWAVE MAKES NO WARRANTIES RELATING TO SYSTEMS, EXPRESS OR IMPLIED. ARPWAVE DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE SYSTEMS OR THE MANNER IN WHICH THE SYSTEMS ARE SUPPLIED.

WITHOUT LIMITING THE AFORESAID, ARPWAVE MAKES NO AGREEMENT, WARRANTY, GUARANTY, ASSURANCE OR AFFIRMATION THAT PROVIDER WILL ACHIEVE ANY PARTICULAR RESULT FOR A PATIENT FROM THE USE OF THE SYSTEMS HEREIN.

IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

9.Miscellaneous:

(a)Notices. All notices, requests, demands and other communication required or permitted to be given hereunder shall be made and delivered in writing. Delivery of such notice shall be deemed to have occurred (i) in the case of hand delivery, when personally delivered to the other party as such party's address; or (ii) in the case of mailing three (3) days after such notice has been deposited in the United States mail postage prepaid, certified or registered mail, with return receipt requested, and addressed to the other party as set forth in this Agreement; or (iii) in any other cases, when actually received by the other party. Delivery of such notice shall be made to the addresses listed below or to such other person or address as a party may designate in writing, provided such designation shall be delivered in the manner provided in this Section.

Provider’s address:______

______

______

ARPwave’s address:ARPwave, LLC

7721145 Street West,

Apple Valley, MN 55124

(952) 431-9708

(b)Applicable Law, Jurisdiction and Attorneys Fees. This Agreement is made with reference to and shall be governed and construed exclusively by the laws of the state of Minnesota, without reference to its conflicts-of-laws provisions. Each party consents to the jurisdiction of any state or federal court located within the county of Hennepin, state of Minnesota and irrevocably agrees that all actions or proceedings relating to this Agreement or any related agreements must be litigated in such courts. Each party accepts for itself, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens. Each of the parties hereto hereby waives their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. In the event either party hereto fails to fulfill any of their respective obligations under this Agreement, and either party commences an action to enforce the terms of this Agreement, the substantially prevailing party in such action shall be entitled to receive an award of its reasonable attorneys’ fees, costs of enforcement and costs of collection incurred in any such action.

(c)Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns but shall not be assignable by any party hereto without the written consent of all of the other parties hereto; provided, however, that ARPwavemay assign this Agreement to a parent, subsidiary or affiliate and that either party may assign its rights and delegate its obligations hereunder to any successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of its stock or assets.

(d)Confidentiality of Agreement Terms. Both parties acknowledge and agree that this Agreement and each of the provisions hereof shall be treated as confidential and, except to the extent required by applicable law or regulations or order of any court or governmental entity, or as deemed reasonable necessary by the other party to facilitate due diligence in connection with acquisitions or financing, neither party shall disclose the terms of the Agreement, or provide copies hereof, to any third party (other than counsel or advisors) without the prior written consent of the other party.

(e)Modification or Amendment. This Agreement may be modified or amended only by a subsequent writing which specifically refers to this Agreement and is signed by both parties hereto and no other act, including waiver of rights, document, usage or custom shall be deemed to amend this Agreement.

(f)Waiver. Neither party hereto shall by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any default by the other party of any of the provisions of this Agreement. Furthermore, the waiver by either party of a particular default of this Agreement by the other shall not be construed as or constitute a continuing waiver of such default or of other defaults of the same or other provisions of this Agreement.

(g)Construction. The parties acknowledge that each party has reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities area to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

(h)Independent Contractor Status. Provider and ARPwaveare to perform and exercise their rights and obligations under this Agreement as independent contractors, and in no event, shall the parties be deemed to constitute a partnership or other joint venture of any nature. ARPwave's sole function under this Agreement is to provide Neuro Recovery and Neuro TherapySystems and related services to Provider, as requested, exercising reasonable care in the performance of all such duties. ARPwave shall not become liable for any of the obligations, liabilities, debts or losses of Provider unless otherwise specifically provided by this Agreement. Each party shall be solely responsible for compliance with all state and federal laws pertaining to employment taxes, income withholding, employment compensation contributions and other employment related statutes regarding their respective employees, agents and servants. ARPwaveand Provider shall not combine their business operations in any way, but instead shall maintain their operations as separate and distinct entities.