HEALTHY LIFE ENTERPRISES, INC. 

INDEPENDENT CONTRACTOR AGREEMENT 

This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made as of the 5 day of August, 2020 (the “Effective  Date”) by and between ______________, an independent contractor located at __________________________________ (“Consultant”), and Healthy Life Enterprises, Inc., a Delaware corporation with its principal office and place of business at 1050 Meadows Dr, Unit 405, Round Rock, Texas 78651 (“Company”), (each of Consultant and Company, a “Party” and “Parties” to this  Agreement). 

1. PROFESSIONAL SERVICES. 

1.1 Professional Services. The Company desires to engage Consultant to perform marketing and sales services (the “Services”) to  third party physicians and clinical practice groups (the “Customers”) for Company’s Management Service Agreement arrangements on behalf of Company and subject to the terms and conditions set forth in this Agreement. Consultant shall use his or her best efforts  to provide the Services of Company’s products and services as set forth in a Schedule hereto. The Company shall not control the  manner or means by which Consultant, or Consultants’ employees or contractors, perform the Services. Unless otherwise set forth in  a Schedule, Consultant shall furnish, at his or her own expense, all transportation, travel expenses, equipment, supplies, and other  materials used to perform the Services.  

1.2 Company or Customer Policies. To the extent Consultant performs any Services on Company’s or Customer’s premises, or use  any of Company’s or Customer’s equipment, Consultant shall comply with all applicable policies of Company or Customer relating to  its sales and marketing, business and office conduct, health and safety, and use of the facilities, supplies, information technology,  equipment, networks, and other resources.  

1.3 Independent Contractor Relationship. Consultant’s relation to Company under this Agreement is that of an independent  contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee  relationship between Company and Consultant. Consultant will take no position with respect to or on any tax return or application for  benefits, or in any proceeding directly or indirectly involving Company, that is inconsistent with Consultant being an independent  contractor (and not an employee) of Company. Consultant is not the agent of Company and is not authorized, and must not represent  to any third party that Consultant is authorized to make any commitment or otherwise act on behalf of Company. Consultant may  identify himself/herself as a sales consultant for Company, provided, however, that Consultant shall not have the authority to bind the Company in any way and all agreements that the Consultant proposes the Company to enter into shall be brought to Company for  review and, in the sole discretion of Company, execution by the Company.  

2. PERSONNEL. 

2.1 Suitability. Consultant may assign employees and subcontractors with qualifications suitable for the work described herein and in  the applicable Schedule, upon written consent from Company. Consultant may replace or change employees and subcontractors in its  sole discretion with other suitably qualified employees or subcontractors.  

2.2 Company Responsibilities. Company shall make available in a timely manner at no charge to Consultant all information,  literature, documentation, existing sales and marketing materials, and other collateral and materials on its products and services, which may be reasonably useful or required by Consultant for the performance of the Services under this Agreement. Company shall be  responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials, and information supplied by Company.  

3. COMPENSATION. 

3.1 Compensation. In consideration for the performance of Consultant’s obligations under this Agreement, Company shall pay  Consultant, without offset or deduction, commission based on Schedule 2 below. Commissions are earned once a Customer has executed a Management Services  Agreement with the Company and Company has approved and countersigned the Management Services Agreement, and paid their first monthly fee. Unless otherwise  provided in such Schedule, all such undisputed commission shall be payable to Consultant thirty (30) calendar days after the end of the previous month. If any commissions are earned prior to any termination or expiration of this Agreement, commission payments  will be mailed to the Consultant at the address listed above, or to such other address as specified by Consultant, within thirty (30)  calendar days of Company’s receipt of Customer payment resulting from Consultant’s Services provided up to the date of termination  or expiration.  

3.2 Taxes. Consultant is solely responsible for filing all tax returns and submitting all payments as required by any federal, state,  local or foreign tax authority arising from the payment of fees to Consultant under this Agreement, and agrees to do so in a timely  manner. If applicable, Company will report the fees paid to Consultant under this Agreement by filing Form 1099-MISC with the  Internal Revenue Service as required by law. 

3.3 Compliance with Law. Consultant will comply with all applicable federal, state, local, and foreign laws concerning self employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security,  disability, and other contributions.  

3.4 Benefits and Contributions. Consultant is not entitled to or eligible for any benefits that Company may make available to its  employees, such as group insurance, profit-sharing, or retirement benefits. Because Consultant is an independent contractor,  Company will not withhold or make payments for social security, unemployment insurance, or disability insurance contributions, or  obtain worker’s compensation insurance on behalf of Consultant. If, notwithstanding the foregoing, Consultant is reclassified as an  employee of Company, or any affiliate of Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other  federal, state, or foreign agency as a result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as  a result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits  under any plans or programs established or maintained by Company.  

4. CONFIDENTIALITY. 

4.1 Ownership of Confidential Information. At all times during and after the period of Consultant’s engagement hereunder,  Consultant will hold all Confidential Information (as defined below) in strict trust and confidence, protecting such Confidential  Information from unauthorized use, access, or disclosure in the same manner as Consultant protects Consultant’s own confidential or  proprietary information, with no less than reasonable care. Consultant shall refrain from using or permitting others to use or reproduce  Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement and refrain from  disclosing and permitting others to disclose any Confidential Information to any third party without obtaining the express prior written  consent of Company, which consent shall be granted or denied on a case-by-case basis in the sole discretion of the Company.  Consultant will obtain Company’s written approval before publishing or providing any material (written, oral, or otherwise) that  relates to Consultant’s work for Company and/or incorporates any Confidential Information. Consultant hereby assigns to Company any rights Consultant may have or acquire in any and all Confidential Information and recognizes that all Confidential Information  shall be the sole and exclusive property of Company and its assigns. Upon the termination or expiration of this Agreement, Consultant  will return or, at Company’s request, destroy, all Confidential Information of Company in the possession of the Consultant.  

4.2 Confidential Information. For purposes of this Agreement “Confidential Information” means any and all technical and non technical confidential knowledge, material, data, or information relating to Company’s business, including without limitation: (a) trade  secrets, inventions, ideas, processes, software and source code, data, formulae, programs, other works of authorship, know-how,  improvements, discoveries, developments, designs, and techniques; (b) information regarding products and services, sales  information and strategies, development, Customer lists, marketing and business plans, financial information, contracts, prices; (c) the  terms and conditions of this Agreement; (d) the terms and conditions of any Management Services Agreement and Business Associate  Agreement addendum thereto; and (e) any confidential information of third parties disclosed that Company is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary or confidential to Company or such third  party, as applicable, and shall remain the sole property of Company or such third party. 

4.3 No Improper Use of Information. Consultant represents that this engagement with Company does not and will not breach any  agreement with any current or former employer or client, including any non-compete agreement or any agreement to keep in  confidence or refrain from using information acquired by Consultant prior to Consultant’s engagement by Company. Consultant  further represents that it has not entered into, and will not enter into, any agreement, either written or oral, in conflict with  Consultant’s obligations under this Agreement. During Consultant’s engagement with Company, Consultant will not improperly  make use of, or disclose, any information or trade secrets of any former employer or other third party, in violation of any lawful  agreements with that employer or third party. 

4.4 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 4.1 and 4.2 shall not apply to  Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly  available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not  bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality  obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for  release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise  necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given  written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this  Agreement, including to make such court filings as it may be required to do. 

5. WARRANTIES AND LIMITATIONS. 

5.1 Warranties. Consultant represents and warrants that: (i) all Services shall be provided in a professional and workmanlike  manner, in accordance with industry standards; (ii) Consultant will not infringe or misappropriate the Intellectual Property Rights of  the Company or another person in the course of providing Services hereunder; (iii) Consultant has the full right, power, and authority  to enter into and perform this Agreement without the consent of any third party; (iv) Consultant will refrain from any unethical conduct, will maintain high standards of professionalism, and will comply with all laws, regulations, and ordinances applicable to  Consultant’s performance of the Services, including Company’s policies on sales and marking; and (v) Consultant has the required  skill, expertise, and qualifications to perform the Services; and (vi) all Services performed pursuant to this Agreement will materially  conform to any specifications, requirements, or other terms provided in this Agreement and any Schedule hereto.  

5.2 Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,  EXEMPLARY, SPECIAL, OR INCIDENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.  COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT  OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF COMPENSATION OWED BY  COMPANY TO CONSULTANT FOR SERVICE PERFORMED UNDER THIS AGREEMENT.  

6. INDEMNIFICATION. Consultant shall, at its own expense, defend any suit or claim instituted against Company and shall indemnify and hold harmless Company and its affiliates, employees, and agents from and against any and all liabilities, losses,  damages, costs, and other expenses (including attorneys’ fees and court costs) arising from or relating to any breach of any  representation, warranty, covenant, or obligation of Consultant in this Agreement or any intentional misconduct or negligence by  Consultant or any of Consultant’s agents, employees, or subcontractors in performing the Services. In the event of any third party  claim, demand, suit, or action (a “Claim”) for which Company (or any of its affiliates, employees, or agents) is or may be entitled to  indemnification hereunder, Company may, at its option, require Consultant to defend such Claim at Consultant’s sole expense.  Consultant may not agree to settle any such Claim without the express prior written consent of Company.  

7. PROPRIETARY RIGHTS.  

7.1 Intellectual Property Rights. Company is and shall be, the sole and exclusive owner of all right, title, and interest throughout the  world in and to all ideas, concepts, information, materials, processes, data, programs, know-how, improvements, inventions,  discoveries, developments, designs, sales and marketing material, website content, and other copyrightable works and techniques,  including without limitation, any materials that embody Company Confidential Information (collectively, the “Deliverables”),  including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively, “Intellectual Property  Rights”) therein. Consultant agrees that any Deliverables that Consultant may create as part of the Services under this Agreement, the  Management Services Agreement, or the Business Associate Agreement addendum to the Management Services Agreement will be deemed “works made for hire” as defined in 17 U.S.C. §101 for the Company. If, for any reason, any of the Deliverables do not  constitute a “work made for hire,” Consultant hereby irrevocably assigns to the Company, in each case without additional  consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights  therein. Consultant hereby irrevocable waives, to the extent permitted by applicable law, any and all claims Consultant may now or  hereafter have in any jurisdiction to any moral rights with respect to the Deliverables.  

7.2 Trademarks and Trade Names. Without limiting the foregoing, Consultant will have no interest in any trademark, service mark,  or trade name (collectively , “Marks”) used on or in connection with Services or any sales or marketing collateral. Company will be  the sole and exclusive owner of all right, title, and interest in and to all such Marks. Any and all use of such Marks by Consultant will  be deemed made by the Company for the purposes of trademark registration and will insure solely to the benefit of Company for such  purposes. Consultant will not content, oppose, or challenge Company’s ownership of such Marks, or do anything to impair  Company’s ownership, rights, or goodwill in such Marks. Consultant will not register, create, adopt, or use a corporate name, trade  name, or trademark, or any other designation that includes any of Company’s Marks or in a manner confusingly similar to any of  Company’s Marks. Consultant shall not use any trademark, tradename, or logo of Company on any materials without the prior written  consent from Company.  

8. TERM; TERMINATION. 

8.1 Term. This Agreement shall commence on the Effective Date and shall continue for one year unless otherwise terminated in  accordance with this Agreement (the “Initial Term”). Thereafter, the Initial Term shall automatically renew for one year periods with  the same terms and conditions (each a “Renewal Term”) unless either Party receives written notice of termination from the other  Party at least thirty (30) days prior to the expiration of the then-current Initial or Renewal Term. The Initial Term and any Renewal  Terms may be collectively referred to as the “Term.”  

8.2 Termination for Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach by the other  Party. Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach upon  which the termination is based. The breaching Party will have a right to cure such breach or breaches within fifteen (15) days of  receipt of such notice, and this Agreement shall terminate in the event that such cure is not made within such thirty (15)-day period.  Without limiting the foregoing, Company may immediately terminate this Agreement if Consultant: (i) is convicted of any felony or  any crime involving moral turpitude or dishonesty; (ii) participates in fraud or act of dishonesty against Company; (iii) intentionally or  negligently damages the property of, or causes bodily injury to, Company or Customers. Consultant may immediately terminate this  Agreement upon written notice in the event that Company becomes insolvent or enters bankruptcy during the term of this Agreement. 

8.3 Termination for Convenience. Either Party may, at its option, terminate this Agreement for any reason upon providing thirty  (30) days’ written notice to the other Party.

8.4 Effect of Termination. Upon any termination or expiration of this Agreement, the Consultant shall (i) immediately discontinue all  use of Company’s Confidential Information; (ii) delete the Company’s Confidential Information from its computer storage or any  other media, including, but not limited to, online and off-line libraries; (iii) shall return or, at Company’s option, destroy, all copies of  Company’s Confidential Information then in its possession and certify in writing it has complied with this provision; (iv) cease  referring to himself/herself as a sales consultant for Company; and (v) provide prompt and reasonable assistance to transition any  work, Customer lists, agreements, records, information, and sales opportunities to Company. Upon any termination or expiration of  this Agreement, Company shall pay all amounts due and remaining payable hereunder to Consultant for commission sales completed  prior to the effective termination or expiration date.  

8.5 Survival. The provisions of Sections 1.3, 3, 4, 5, 6, 7, 8.4, 8.5, and 9 will survive the termination of this Agreement. 

9. MISCELLANEOUS 

9.1 Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL  BE CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE TEXAS, WITHOUT  GIVING EFFECT TO ITS RULES REGARDING CONFLICTS OF LAWS. COMPANY AGREES THAT ANY AND ALL  CAUSES OF ACTION BETWEEN THE PARTIES ARISING FROM OR IN RELATION TO THIS AGREEMENT SHALL BE  BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF TEXAS AND IN  TRAVIS COUNTY. 

9.2 Force majeure. Consultant shall be excused from performance of its obligations under this Agreement if such a failure to  perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war,  insurrection or riot or other causes beyond the reasonable control of Consultant. Any delay resulting from any of such causes shall  extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances. 

9.3 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail,  postage prepaid, by courier, or by a nationally-recognized express mail service addressed to the Parties at the addresses set forth on the  Cover Page. Each Party may change its address for receipt of notice by giving notice of the change to the other Party. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains  confirmation of successful transmittal to the recipient. Such notices shall be effective on the date indicated in such confirmation. In  the event that either Party delivers any notice hereunder by means of facsimile transmission in accordance with the preceding  sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to  the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by  written notice to the sender. 

9.4 Assignment; Delegation. This Agreement and the Consultant’s rights and obligations under this Agreement may not be  assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Consultant without Company’s  express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.  Company may assign this Agreement, or any of its rights under this Agreement to any third party with or without Consultant’s  consent.  

9.5 Amendment. No amendment to this Agreement or any Agreement shall be valid unless such amendment is made in writing and  is signed by the authorized representatives of the Parties. 

9.6 Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party  against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific  matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other  time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right. 

9.7 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision  shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity  or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such  provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this  Agreement invalid or unenforceable whatsoever. 

9.8 Export. Each Party agrees not to export, directly or indirectly, any data acquired from the other Party or any products utilizing  such data to countries outside the United States, which export may be in violation of the United States export laws or regulations or  the laws and regulations of any other applicable jurisdiction 

9.9 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for  the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any  person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any  provision of this Agreement. 

9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be  deemed to be an original and all of which when taken together shall constitute one Agreement. 

9.11 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning  or interpretation of this Agreement.

9.12 Injunctive Relief. Consultant acknowledges that, because its services are personal and unique and because Consultant will have  access to Confidential Information of Company, any breach of this Agreement by Consultant would cause irreparable injury to  Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief  (including specific performance). The rights and remedies provided to each Party in this Agreement are cumulative and in addition to  any other rights and remedies available to such Party at law or in equity.  

9.13 Legal Fees. The prevailing Party in any litigation between the Parties relating to this Agreement will be entitled to recover such  Party’s reasonable attorneys’ fees and court costs, in addition to any other relief that such Party may be awarded. 9.14 Insurance. Consultant, at Consultant’s sole cost and expense, will maintain appropriate insurance for personal injury and  property damage coverage and other appropriate insurance coverage with policy limits sufficient to protect and indemnify Company  and its affiliates from any losses resulting from the conduct, acts, or omissions of Consultant or Consultant’s employees or  subcontractors. A Certificate of Insurance indicating such coverage will be delivered to Company upon request.  9.15 Non-Competition. Consultant agrees that during the period of Consultant’s engagement by Company and for one year  thereafter, Consultant will not, (i) either directly or indirectly, solicit, sell to, provide services to, or assist the solicitation of or sale to a  person or entity who engages in competing activity of the Company; and (ii) either directly or indirectly, solicit or attempt to solicit or  hire any employee, independent contractor, or consultant of Company to terminate his, her or its relationship with Company in order  to become an employee, consultant, or independent contractor to or for any other person or entity. For the purposes of this clause, a  general advertisement or notice of a job listing, including on the internet, shall not be construed as a solicitation or inducement, and  the hiring of any such person who responds thereto shall not be a breach of this clause.  

9.16 No Conflicts. Consultant will refrain from any activity, and will not enter into any agreements or make any commitments that  are inconsistent or incompatible with Consultant’s obligations under this Agreement.  

9.17 Entire Agreement. This Agreement, together with any Schedules or Exhibits referencing this Agreement, sets forth the entire  agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided  herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect  to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as  expressly provided for herein. 

The Parties agree to the above terms and have executed this Agreement as of the date(s) set forth below.  

 

Schedule 1 

Products and Services of Healthy Life Enterprises, Inc.  

Healthy Life Enterprises, Inc. (“Company”) will enter into Management Service Agreements and Business Associate  Agreement addenda to the Management Service Agreements with physician groups, other clinical practices and wellness influencers. Pursuant to those agreements, the Company will develop and host a web site branded under the practice’s name through which to  market and distribute dietary supplements and other health and wellness products.  

Consultant’s responsibilities will include providing referrals to Company from Consultant for services for the Company’s  Management Service Agreements to physician, wellness professionals and other clinical practice groups. More specifically, Consultant will need to effectively execute the following activities: 

1. Provide warm leads of practitioners in health and wellness that incorporate product sales into their business model. 

2. Work with Company marketing to define a process to turn leads over to the Get Healthy team. 

• Set up your referral agreement via our sign up link, provided to you by us

• Your referral link will be sent to you

• Send out your link, and we’ll start seeing your referrals come in as leads

• Once a referral signs up for a package with us, we will pay your referral amount (see below)

 

Schedule 2 

Company will compensate Consultant as follows: 

1. Consultant will be paid $50 per GetHealthy store sign up to which consultant has referred over to GetHealthy.store after they have signed up and made their first payment.