INDEPENDENT SALES ASSOCIATE AGREEMENT This Independent Sales Associate Agreement (the Agreement ) is entered into on this day of February, 2015 ( Effective Date ) by and between Premiere Pharmaceutical Solutions, LLC, with offices at 130 S. Stevens St, Rhinelander, WI 54501 ( Premiere ) and (Sales Associate) doing business at. I. Introduction and Purpose Premiere is engaged in a compound pharmacy partnership that ships patients their prescribed cream to their homes as well as fills any needed refills (the "Compound Program"). Premiere also concurrently provides a point-of-care toxicology solution (medication drug testing) that allows providers to monitor patient medication levels in their urine (the "Toxicology Program", together with the Prescription Program and the Compound Program are, collectively, the "Programs"). The undersigned desires to be engaged by Premiere to provide the Programs. II. Appointment of Independent Sales Associate A. Premiere hereby appoints the undersigned as a non-exclusive agent for the sale of products and services of Premiere throughout the US. For the life of this agreement, Sales Associate may not represent any programs that compete with Premiere s Compounding Pharmacy Program. Before any sales activities commence in a given market, parties agree to discuss and gain agreement as to Premiere s existing business in said market. In order to effectively serve clients, Premiere may insole discretion impose conditions or restrictions on agent s activities in a market. At no time will Sales Associate be able to sell Premiere products and services into an existing Premiere account. No rights or obligations hereunder shall be assignable by the Sales Associate to any agent of Sales Associate, without the prior written consent of Premiere which Premiere may withhold insole discretion. B. Subject to limitations set forth herein, Sales Associate agrees to offer the Programs exclusively using Premiere-approved contracts, at prices determined by Premiere, insole discretion.
C. Sales Associate acknowledges that it must comply fully with all rules and procedures set forth by Premiere. D. Sales Associate agrees to conduct sales and solicitation activity in an ethical manner, in compliance with this Agreement, all policies promulgated by Premiere, and all applicable laws, rules and regulations. Sales Associate shall at all times utilize best efforts to conduct itself in an appropriate manner and not to injure the reputation and good standing of Premiere. E. Sales Associate agrees to use best effort to maintain appropriate communication with both solicited physicians and physician groups, to provide reasonable follow-up service on accounts and answers to questions from current and potential customers and to fully assist Premiere and representatives with service of accounts solicited by the Sales Associate after the sale of any products or services hereunder including, without limitation, the Programs. The Sales Associate will use best efforts to make itself available to the customer to resolve problems, answer questions and to assist in the implementation and maintenance of the account. At Premiere s request, Sales Associate will personally visit the customer s office for service or competitive issues. F. Sales Associate agrees to utilize only Premiere-approved sales solicitation material to physicians and physicians group and to provide sales contracts to physicians and physicians group only on Premiere approved forms. Sales Associate shall have no authorization to enter into sales contracts or any other agreements on behalf of Premiere and such sales agreement form shall be binding upon Premiere only upon execution and approval by an authorized Premiere Representative. Sales Associate agrees to take no actions and make no representations to the contrary. All contracts shall be owned solely by Premiere and Sales Associate shall have no ownership or other interest therein, except to receive commissions as set forth herein. G. Sales Associate shall promote the sale of Premiere services, devoting reasonable time and effort to that task. During the term of this Agreement, Sales Associate shall not promote, represent, sell or facilitate any drugs, compound creams, software or equipment for point of care dispensing or any urine tests, software or equipment for point of care testing except through Premiere.
H. Except as otherwise provided herein, Sales Associate shall bear all costs of and promptly pay or discharge all liabilities relating to conducting activities and obligations under this Agreement, including the payment of commissions and other compensation to affiliated agents should they be authorized by Premiere. I. Sales Associate is not authorized to make and shall not knowingly make any representations or warranties with respect to any medications/compound creams sold by Premiere, except those representations and warranties authorized in writing by Premiere. J. Sales Associate will maintain reasonably complete and accurate records of activities, sales calls, servicing and other activities and provide information upon request to Premiere pertaining thereto. III. Premiere Obligations A. Premiere shall provide a list of medications/compound creams to Sales Associate for sale to physicians and physicians group within Sales Associate's territories. B. The selection of medications, compound creams, dosages, packaging and prices and terms of the sale of medications/compound creams and support services shall be determined by Premiere, insole discretion. C. Premiere agrees to process all orders from physicians and physician groups and to promptly secure delivery of those products in accordance with such order, provided the order is placed through properly executed Premiere approved documentation. Premiere further agrees to utilize commercially reasonable efforts to secure payments and reimbursements for such orders from the physicians, physician groups and reimbursement agencies as appropriate. D. Premiere shall use reasonable efforts to reply to all quality, delivery and shipping inquiries, comments or complaints made by the purchaser, with the reasonable cooperation and assistance of the Sales Associate. Premiere shall promptly forward copies of all inquiries, complaints and responses to the Sales Associate.
IV. Compensation of Sales Associate A. Premiere shall pay to Sales Associate, as full compensation for its services, a percentage of the Gross Collections (GC) from the usual and customary rate as set forth below: Fee Schedule: Premiere s Compensation is based on the number of products that your physicians and the physicians in your management group write. Complete details located in the Sales Associate s back office. B. Compounding commissions shall be deemed earned by the Sales Associate upon payment for same by the third party billing company and/or physician groups received by Premiere. Premiere shall remit the Sales Associate s commission monthly on or before the 28th day of the first month following receipt of payment by third party billing company or physician practice group. Toxicology Program commissions will be paid on or about the 28th of the month following payment by the high complexity confirmatory lab V. Term and Termination Unless sooner terminated under the provisions hereof, this Agreement shall continue in full force and effect for a single one-year period of time (the "Initial Term") commencing on the Effective Date of this Agreement. This Agreement shall automatically renew for successive 1-year periods (each, a "Renewal Term") following the expiration of the Initial Term or any Renewal Term. Premiere may terminate this Agreement at any time should the Sales Associate fail to comply with any of the terms and conditions hereof and, after written notice thereof provided to the Sales Associate, fails to cure such default within 15 days thereafter. Premiere may, insole discretion, immediately terminate this Agreement for two or more instances of failure to abide by Sales Associate s obligations during the term hereof. Notwithstanding any provision to the contrary herein, Premiere may immediately terminate Sales Associate if Sales Associate engages in unlawful, unethical or
deceptive activities or intentional acts harmful to Premiere s business reputation in Premiere's sole discretion. Either party may terminate this Agreement, for any reason or no reason and with or without cause, upon sixty (60) days' prior written notice to the other party; provided, however, that any such early termination shall not reduce or eliminate the obligations of Sales Associate under Article VI of this Agreement. VI. Restrictive Covenants Throughout the term of this Agreement and for a period of three (3) years thereafter (the Restriction Period ), the Sales Associate shall not, directly or indirectly, disclose to any other individual or entity or in any way utilize for the benefit of the Sales Associate, or for the benefit of any other individual or entity, any confidential, proprietary or nonpublic information which pertains in any way to the Programs or the business, activities, products or services of Premiere or affiliates, including, without limitation, intellectual property, trade secrets, trademarks, servicemarks, lists or other compilations of the former, current or prospective customers or suppliers, subscriber lists, pricing or financial information of Premiere or any of affiliates, or any information concerning the relationship between Premiere or any of affiliates and any such customers or suppliers including, without limitation, any information concerning the methods, practices or procedures employed by Premiere and such affiliate in operating the business of Premiere (collectively, Confidential Information ). Throughout the Restriction Period, the Sales Associate shall not, directly or indirectly, disclose to any other individual or entity or in any way utilize for the benefit of the Sales Associate or for any other individual or entity any Confidential Information. Notwithstanding the foregoing, the Sales Associate may disclose Confidential Information to any party if and to the extent required by law, in the reasonable opinion of Premiere s legal counsel, and if such disclosure is made in a manner that complies with the provisions of this Article VI, and the Sales Associate shall have no liability to Premiere for such disclosure. In order to enable Premiere, at option, to seek a protective order or other appropriate remedy, or to waive compliance with the provisions of this Article VI, if the Sales Associate is requested to disclose any Confidential Information, the Sales Associate shall immediately notify Premiere of (i) such request, (ii) the specific Confidential Information that the Sales Associate is requested to disclose, and (iii) the party whom or which has requested the Sales Associate to make such disclosure. If Premiere elects to seek a protective order or other appropriate remedy, the Sales Associate shall cooperate with, and not object to, any such action. If Premiere does not obtain a protective order or other remedy, or waives compliance with the provisions of this Article VI, the Sales Associate shall disclose only that portion of such Confidential Information that the
Sales Associate is legally required to disclose. Upon the termination of the Sales Associate's engagement with Premiere, the Sales Associate shall immediately deliver to Premiere all Confidential Information and all other assets of Premiere then in the possession or control of the Sales Associate. Confidential Information does not include information that is or becomes through lawful means, and not as a result of any action or inaction of the Sales Associate, generally available to the public. Throughout the Restriction Period, the Sales Associate shall not, either for the Sales Associate s own benefit or purposes or for the benefit or purposes of any other individual or entity, except on behalf of Premiere or affiliates, engage in any Competitive Activity (as defined herein) without the prior written consent of Premiere, which Premiere may withhold insole discretion. Competitive Activity means any direct or indirect participation, employment or engagement for any person or entity selling or marketing products or services which compete with the business of Premiere in any of the 50 states within the United States of America. Given that Premiere is a national distribution company doing business in all 50 states, the Restrictive Covenant regarding competitive activity applies to all 50 states. Throughout the Restriction Period, the Sales Associate shall not, directly or indirectly, either for the Sales Associate s own benefit or purposes or for the benefit or purposes of any other individual or entity: (i) employ, offer to employ (in any capacity), solicit, call on, attempt to divert or entice away from Premiere or any of affiliates or advise or recommend for employment or as an independent contractor, any individual who is or has been an employee, agent, representative or independent contractor of Premiere or any of affiliates during the Restriction Period; or (ii) solicit, call on, attempt to divert or entice away from Premiere or any of affiliates, any individual or entity who or which are or have been a customer or a supplier of Premiere or any of affiliates during the term of this Agreement. The Sales Associate represents and warrants to Premiere that the Sales Associate is not bound by any agreement, understanding or restriction, which in any way limits, restricts or would prevent the engagement of the Sales Associate by Premiere or the full and complete performance by the Sales Associate of the Sales Associate s obligations under this Agreement. The Sales Associate further represents and warrants to Premiere that the engagement of the Sales Associate by Premiere and the execution, delivery and performance of this Agreement by Sales Associate will not result in or constitute a breach of any term or condition of any other agreement to which the Sales Associate is a party. During the Term of the Agreement, the Sales Associate will not improperly use or disclose any confidential information or trade secrets, if any, of any former
employer or any other person to whom the Associate has an obligation of confidentiality. The Sales Associate shall not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom the Sales Associate owes an obligation of confidentiality unless the former employer or person consents in writing to the Sales Associate s bringing the documents or property onto the Company s premises and agrees to deliver a copy of the written consent to the Company. The Sales Associate shall, in the performance of Service, use only information that is generally known and used by persons with training and experience comparable to the Sales Associate s which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company or the Sales Associate. Premiere shall have the right to disclose the provisions of this Agreement to any individual or entity who or which may employ, engage or retain the Sales Associate during the Restriction Period. The Restriction Period shall automatically be tolled and suspended for the duration of any time that the Sales Associate is in violation of any provision of this Agreement, and the entire time of such tolling and suspension shall be added to, and shall extend the duration of, the Restriction Period. Throughout the Restriction Period, the Sales Associate shall notify Premiere, in writing, no more than five (5) days after beginning any new engagement, employment or other retention of the Sales Associate, of such engagement, employment or retention, including the name of the employer or entity and such employer s or entity s address and telephone number. The Sales Associate expressly acknowledges that remedies at law alone may not be an adequate remedy for any breach by the Sales Associate of any of the covenants set forth in this Agreement and that Premiere, in addition to any other remedies which Premiere may have, shall be entitled, as a matter of right and if Premiere so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, and without the necessity of showing actual damages or posting a bond or other security, to enforce the specific performance of the covenants set forth by the Sales Associate in this Agreement and to enjoin any actual or threatened breach by the Sales Associate of any such covenants. The rights and remedies of Premiere are not exclusive of or limited by any other rights or remedies which Premiere may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative) (remedies shall not be limited and may include the recoupment of any commission deemed to have been earned in a fraudulent or unethical manner). No breach on the part of Premiere of any covenant or obligation contained in any other pre-existing or future agreement with the Sales Associate shall affect any right or remedy of Premiere under this Agreement. The obligations of Sales Associate under Article VI of this Agreement shall
survive any termination or expiration of this Agreement. VII. Relation of Parties Sales Associate is an independent contractor having only such authority to act on behalf of Premiere as set forth expressly herein and is not authorized to enter into any agreement or commitment on behalf of Premiere and will not incur any liability whatsoever to any third party by reason of Sales Associate having exceeded its authority hereunder or by reason of any misrepresentation of Sales Associate of relationship with respect to any products or services contemplated hereby. Nothing contained herein is intended to be construed as creating or implying a relationship of principal or agent, employer or employee, or joint venture or partnership between Premiere and Sales Associate. VIII. Breach In the event of any breach herein by the Sales Associate, Premiere shall be entitled to such damages as it shall show itself lawfully entitled, together with all attorneys fees reasonably incurred in connection therewith. Nothing contained herein shall be construed as in any way limiting an action for damages in addition to injunctive relief. IX. COMPLIANCE WITH APPLICABLE LAWS. Sales Associate represents and warrants to Premiere that it is, and shall remain, throughout the term of this Agreement, in compliance with all applicable federal and state laws and regulations related to this Agreement and the services to be provided under this Agreement, including, without limitation, statutes and regulations related to fraud, abuse, false claims and statements, referrals, prohibition of kickbacks and the Health Insurance Portability and Accountability Act. Sales Associate represents, warrants and covenants that as of the date of this Agreement, and throughout the term of this Agreement, with respect to any federal health care program as defined in section 1128B of the Social Security Act (42 U.S.C. 1320a-7b(f)) or any state health care program as defined in section 1128B of the Social Security Act (42 U.S.C. 1320a-7(f)(2)), neither Sales Associate, nor employees or agents have ever been debarred, suspended or excluded from any of such programs. Sales Associate covenants to immediately notify Premiere in writing if this representation is no longer true, or if Sales Associate is sanctioned or has a civil monetary penalty levied under any such federal or state health care programs. In the event that any clause or provision of this Agreement is determined to violate or reasonably could be construed to violate the Federal Anti-Kickback Statute or any state anti-kickback or illegal remuneration statute, the Federal Criminal and Civil
False Claims Act, the Federal Self-Referral Statute, the Federal Criminal False Statement Act, or any other provision relating to the fraud and abuse compliance obligations under the any such federal or state health care programs, that provision or clause shall be deemed unenforceable and invalidated. Upon invalidation of a provision or clause of this Agreement pursuant to this Article IX, the parties shall exercise commercially reasonable efforts to renegotiate this Agreement to comply with the requirements of law, amending this Agreement, if necessary, in accordance with the provisions contained in this Agreement. X. Miscellaneous This Agreement shall be governed by the laws of the State of Wisconsin, without regard to principles of conflicts of law. Any action brought hereunder shall be brought in the state courts located in Marathon County, Wisconsin. The parties to this Agreement irrevocably submit to the jurisdiction of such court. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous written or oral agreement. This Agreement may not be modified except by a writing signed by both parties. In the event that any provision herein shall be invalid or unenforceable, the remainder of this agreement shall be deemed in full force and effect. If any part of any provision herein (including, without limitation, the restrictive covenants of the Sales Associate set forth in Article VI) shall be deemed invalid or unenforceable with respect to certain circumstances, such provision shall be amended or modified such that the remainder of such provision shall nevertheless remain in full force and effect to the greatest extent allowable by law. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and sent by facsimile provided there is proof of transmission, and sent by registered or certified mail, with postage prepaid to the following: Premiere Pharmacy Solutions, LLC: 130 S. Stevens St, Rhinelander WI 54501 Sales Associate: The parties acknowledge that they have been granted the opportunity to read this agreement, ask questions pertaining thereto and to consult with counsel, should they desire. One or more waivers of any breach of any covenant, term or provision of this Agreement by any party shall not be construed as a waiver of a subsequent breach
of the same covenant, term or provision, nor shall it be considered a waiver of any other then existing or subsequent breach of a different covenant, term or provision. The consent or approval of either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to, or approval of, any subsequent similar act. No custom or practice of the parties shall constitute a waiver of either party's rights to insist upon strict compliance with the terms of this Agreement. This Agreement may be executed in counterparts, each of which for all purposes is to be deemed an original, and both of which constitute, collectively, one (1) agreement. This Agreement and the rights and obligations under this Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns; provided, however, that Sales Associate may not assign any rights or obligations under this Agreement without the express written consent of Premiere, which Premiere may withhold insole discretion. This Agreement shall also bind and inure to the benefit of any successor of Premiere by merger or consolidation, or any assignee of all or substantially all of Premiere's properties. The rights, duties, obligations and liabilities of the parties under this Agreement which by their sense and purpose are intended to survive the termination of this Agreement shall not be discharged upon, but shall survive, the termination of this Agreement. The parties to this Agreement acknowledge and agree that the compensation available pursuant to this Agreement is based upon fair market value for the services being performed. Further, no amount paid or received hereunder is intended to be, nor will it be construed as an inducement or payment for the referral of patients or for other business generated between the parties. Signatures appear on the following page.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date set forth on the first page of this Agreement. Premiere Pharmacy Solutions, LLC: Sales Associate: By: Michael Burnett By: Name: Chief Operating Officer Title: Date: Date: