MPOWRX HEALTHCARE PROFESSIONAL RESELLER PROGRAM

TERMS AND CONDITIONS

By purchasing Good Morning Snore Solution through the MPowrx Healthcare Professional Reseller Program, you agree to these Terms and Conditions.

These Terms and Conditions are effective on the date of the first purchase of the Good Morning Snore Solution products (“Effective Date”) by the Healthcare Professional (“Healthcare Professional”) through the  Good Morning Snore Solution Wholesale Channel store owned and operated by MPowrx Health and Wellness Products 2012 Inc., an Alberta corporation, with its principal place of business at Alastair Ross  Technology   Centre   510,   5332   -   31   St.   NW  Calgary,  Alberta,  T2L  2K7, Canada (“MPowrx”).

1. DEFINITIONS

“Advertisement(s)” has the meaning given to such term in Section 4.2.

“Affiliate” means any corporation, subsidiary, partnership or other entity which such Party, directly or indirectly, controls or has common control of through:

• the ownership of more than 50% of the voting share capital and the votes attached to those securities which are sufficient, if exercised, to elect a majority of the directors of the body corporate; or
• the legal power to direct or cause the direction of the general management and policies of the entity in question.

“Terms and Conditions” has the meaning given to such term in the recitals.

“Confidential Information” means, subject to Section 10.2, all technical and non-technical information in any form disclosed by the Disclosing Party to the Recipient Party by any means, if and for so long as such information is (a) protectable as a trade secret by the Disclosing Party under applicable law, or (b) subject to legal rights that give the Disclosing Party a right to control the use and/or disclosure of such information.  Confidential Information includes, but is not limited to, information regarding the Disclosing Party’s financial condition and financial projections, business, marketing and product plans, product and device prototypes, the results of product testing, research data, market intelligence, technical designs and specifications, methods and processes, source or object code, HTML, documentation, the content of unpublished patent applications, customer and/or vendor lists, internal cost data, the terms of contracts with employees and third parties, and sensitive information that could embarrass the Disclosing Party or tarnish its reputation or brand, or records, listings, notes, data, sketches, drawings, memoranda, models and samples related to the Products.

“Consumer” means an individual, who in the Territory, purchases the Products through the Licensed Channels for their own personal use only and not for further distribution or resale.

“Disclosing Party” means the Party disclosing Confidential Information.

“Draft Order” has the meaning given to such term in Section 5.2.

“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, inventions, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, drawings, systems, architectures, research, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, technologies, software (including source materials), tools, products, know-how, business models, or confidential business information.

“Intellectual Property Rights” means any right or protection existing from time to time in a specific jurisdiction under any patent law, copyright law, moral rights law, trade secret law, industrial design law, semiconductor chip protection law, trademark law, domain name law, unfair competition law, or other similar law including any pending applications and/or registrations therefor.

“Invoice” has the meaning given to such term in Section 5.2.

“Licensed Channels” means the sale of the Products to Consumers at a physical location of a health care practitioner within the Territory, such as a dentist’s, doctor’s or clinician’s office or sleep clinic.  For certainty, “Licensed Channels” specifically excludes: (a) any direct marketing and online sales of the Products by way of a website or through the internet; and (b) any sale of the Products to or through pharmacies and other traditional retail outlets.

“MPowrx” has the meaning given to such term in Section 4.1.

“MSRP” shall have the meaning ascribed to such term in Exhibit A attached hereto.

“Party” means either MPowrx or Healthcare Professional.  “Parties” means both MPowrx and Healthcare Professional.

“Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

“Products” means the products manufactured by or for MPowrx listed in Exhibit A attached hereto.

“Receiving Party” means the Party receiving Confidential Information.

“Representatives” means the employees of such Party, together with a Party’s officers, directors, counsel and lenders, subcontractors, suppliers, agents, and other individuals, entities or organizations directed by the Party in the performance of its obligations hereunder.

“Term” has the meaning given to such term in Section 8.1.

“Territory” shall have the meaning ascribed to such term in Exhibit C attached hereto.

“Trademarks” means any trademarks, trade names, logos, designs, slogans or other names or marks used by MPowrx whether registered or otherwise, including the trademarks listed in Exhibit B.

2. GRANT OF LICENSE
   • License. Subject to these Terms and Conditions, MPowrx hereby grants to Healthcare Professional a limited, revocable, non-exclusive, non-transferable, license to:

(a)        sell Products directly to Consumers solely through the Licensed Channels within the Territory; and

(b)       use the Trademarks and their associated goodwill, solely within the Territory, on Products and on marketing materials solely for purposes relating to the promotion and sales of the Products.

• Restrictions. Healthcare Professional will not ship or sell Products outside the Territory, nor sell or permit the sale of the Products other than through the Licensed Channels, nor sell the Products to or through pharmacies or traditional retail outlets, nor knowingly sell the Products to any Person who intends to violate this restriction to sell the Products only through the Licensed Channels. Healthcare Professional shall be responsible for ensuring compliance with these restrictions.  Healthcare Professional will not use the Trademarks outside the scope of rights granted to it under these Terms and Conditions.  Healthcare Professional shall not make any changes, amendments or modifications to the Products or the packaging and instructions with the Products, without the prior written approval of MPowrx.
• Reservations. Except for the limited rights set forth in these Terms and Conditions, these Terms and Conditions do not convey or transfer to Healthcare Professional any ownership, right, title or license, express or implied, in or to any of MPowrx’s Intellectual Property Rights in the Products, all of which remain MPowrx’s sole and exclusive property.  MPowrx reserves all rights in and to the Trademarks and MPowrx’s other Intellectual Property not expressly granted to Healthcare Professional.

3. DISTRIBUTOR OBLIGATIONS
   • Referrals. If Healthcare Professional is contacted by a potential Consumer located outside the Territory, or through a channel outside of the Licensed Channels, Healthcare Professional will refer such potential Consumers to the then-current President and CEO of MPowrx, or such other person as may be designated by MPowrx in writing.
   • Marketing Obligations. Healthcare Professional will, at its own cost and expense, use its commercially reasonable efforts to market Products within the Territory and through the Licensed Channels using all appropriate methods, and will comply with MPowrx’s marketing policies set forth in Section 4 of these Terms and Conditionsand as otherwise indicated from time to time in writing by MPowrx. Healthcare Professional will conduct itself in a manner that (a) complies with all applicable laws and regulations; (b) reflects favorably on MPowrx’s business reputation; and (c) will at all times give prompt, courteous and efficient service to Consumers or potential Consumers.  Healthcare Professional will maintain inventories of Products adequate to meet its Consumers’ demand.
   • Training. Healthcare Professional will, at its own cost and expense, take all necessary actions to provide appropriate training to all personnel selling the Products. MPowrx will use its commercially reasonable efforts to support training of Healthcare Professional personnel remotely (telephone, Skype, email) at no charge to Healthcare Professional as requested by Healthcare Professional.
   • Compliance (MPowrx). MPowrx will obtain and maintain, and assumes all responsibility and liability associated with, all governmental authorizations, permits and registrations for registration in the Territory with respect to the Products and the sale of the Products in the Territory. MPowrx‘s obligations under this Section 4 shall not apply to any Products that have been modified by the Healthcare Professional.
   • Compliance (Healthcare Professional). Healthcare Professional will obtain and maintain, and assumes all responsibility and liability associated with all governmental authorizations, permits, registrations, licenses and other clearances required to sell, market and distribute the Products in the Territory from the Healthcare Professional’s premises.  Healthcare Professional will immediately inform MPowrx of any requirement to file or register any activity contemplated pursuant to these Terms and Conditionswith any governmental authority with jurisdiction over Healthcare Professional, and will comply with all such filings at its sole expense.  Healthcare Professional will immediately advise MPowrx of any legal notices, claims or demands served on Healthcare Professional which might affect MPowrx. Healthcare Professional will not engage in any course of conduct that, in MPowrx’s reasonable belief, would cause MPowrx to be in violation of the laws of any jurisdiction in the Territory.  Prior to signing and throughout the Term of these Terms and Conditions, Healthcare Professional will notify MPowrx of any law or change thereof any jurisdiction in the Territory that relates to the Products.
4. ADVERTISING AND USE OF TRADEMARKS
   • Trademark Identification. Healthcare Professional will promote and sell all Products in compliance with MPowrx’s Trademark Standards (which may be modified by MPowrx from time to time in its sole discretion).  MPowrx will provide text and images relating to Products and Trademarks and may provide Healthcare Professional access to other materials for advertising, promoting, marketing, sales, or any other business purpose related to the sales of Products through MPowrx’s website located at goodmorningsnoresolution.com or through other electronic distribution means such as e-mail, Dropbox or Google Drive, (collectively, “MPowrx Marketing Materials”). Healthcare Professional will not attach any additional trademarks or trade names to Products or remove, alter or obscure any Trademarks or other notice affixed to Products. 
   • Approvals. Healthcare Professional will obtain MPowrx’s prior approval on all of its proposed advertising, marketing and promotional material bearing the Trademarks or images of Products (“Advertisement(s)”).  Healthcare Professional must obtain approval from MPowrx prior to publishing or using the Advertisement.  In the event that MPowrx disapproves any Advertisement, it will provide feedback to Healthcare Professional identifying the reasons for such disapproval.  After a specific Advertisement has been approved by MPowrx under this Section 4.2, Healthcare Professional may make non-material changes to such Advertisement without obtaining additional approvals from MPowrx.
   • Truthful Communication about Products. Healthcare Professional will not misrepresent the characteristics, qualities or nature of Products.  All statements, representations and Advertisements that Healthcare Professional publishes concerning MPowrx and Products will at all times be truthful and not misleading.
   • Quality Control. The nature and quality of all of Healthcare Professional’s services rendered in connection with the promotion and sale of Products, including without limitation, advertising, promotional or other uses of the Trademarks, will conform to MPowrx’s commercial quality standards as set out in Exhibit B, and will be in full compliance with all applicable laws and regulations. 
   • Right to Inspect. MPowrx has the right, at all reasonable times, to inspect the manner in which Healthcare Professional uses the Trademarks.  Such inspection may, at the election of MPowrx, be by personal visit to Healthcare Professional or by written request for information or samples (which samples will be provided to MPowrx free of any cost or expense to MPowrx).  Healthcare Professional will cooperate with such inspections and requests. 
   • Ownership of Trademarks. Healthcare Professional acknowledges that MPowrx is the sole and exclusive owner of, and retains all right (other than the explicit license granted to Healthcare Professional in Section 1), title and interest in and to, the Trademarks, the MPowrx Marketing Materials, and all associated goodwill.  If Healthcare Professional acquires any right (other than the licensed rights in Section 2.1), title or interest in or to the Trademarks, Healthcare Professional hereby assigns such right to MPowrx.  All use of the Trademarks inures to the benefit of MPowrx.  Healthcare Professional will not acquire or claim any title to any of the Trademarks adverse to MPowrx.  Healthcare Professional will not register, use, or encourage the registration or use of, any name, mark, logo or domain name which is confusingly similar to any of the Trademarks.  Healthcare Professional will not take or encourage any action that will in any way impair the rights of MPowrx in and to the Trademarks or the goodwill inherent therein, including, without limitation: (a) contesting the validity or ownership of the Trademarks; or (b) registering the Trademarks, including as part of its business name, legal name or domain name.  At MPowrx’s request and cost, Healthcare Professional will take all actions and execute and deliver to MPowrx all documents which are necessary to secure or preserve MPowrx's rights in the Trademarks.
   • Publicity. Without the prior written consent of Healthcare Professional, MPowrx may list the name and address of Healthcare Professional, and link to the Healthcare Professional’s website, on the MPowrx website. With the prior written consent of Healthcare Professional, MPowrx may use Healthcare Professional’s name in marketing and promotional materials.
   • Sale of Infringing Product. The Parties acknowledge that Healthcare Professional will have been provided with Product and technical and marketing information.  Healthcare Professional agrees not to sell any product that the Healthcare Professional knows or reasonably should know infringes on MPowrx’s intellectual property, including without limitation MPowrx’s trademarks.
5. PRICING AND PURCHASE ORDERS
   • Healthcare Professional Pricing. Subject to any restrictions within any jurisdiction in the Territory, MPowrx will offer Products to Healthcare Professional at the prices set forth in Exhibit Aof these Terms and Conditions.  At MPowrx’s sole discretion, such prices are subject to change thirty (30) days after MPowrx provides written notice to Healthcare Professional regarding such price changes.  Any pricing changes will not apply to any Orders approved prior to the effective date of the pricing change.
   • Order Acceptance. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. MPowrx reserves the right at any time after receipt of your order to accept or decline your order for any reason. MPowrx further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item, provided however, that MPowrx will not charge you for items not supplied. Your order will be deemed accepted by MPowrx upon shipment of products. Title to goods and all risk of loss passes to you upon delivery to the common carrier.Consumer Pricing. Healthcare Professional shall list Products for sale to Consumers at the MSRP indicated in Exhibit A or such higher price as Healthcare Professional in its sole discretion shall determine.  For greater certainty if MPowrx lowers the MSRP, Healthcare Professional will be entitled to also lower its prices for the Products to the level of the new MSRP.
6. PAYMENT, TAXES AND RECORDS
   • Payment. All prices in Exhibit A are in United States Dollars.  Unless otherwise specified herein, all reference to “$” or “dollars” shall refer to the lawful currency of the United States of America.  Healthcare Professional will make all payments electronically in U.S. dollars.  Healthcare Professional will make payments through the GMSS ecommerce platform using payment options available through the platform.  MPowrx will provide Healthcare Professional with Invoices that will include Healthcare Professional’s shipping and handling charges, and any applicable taxes.  Payment is due and payable as part of the GMSS ecommerce platform in advance of delivery of Products.
   • Taxes. All prices and other charges are exclusive of, and except as otherwise stated herein Healthcare Professional is responsible for, all taxes, charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, provincial, state, local or foreign tax or governmental authority, including without limitation sales, use, goods, services, harmonized sales, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, “Taxes”); provided, however, that Healthcare Professional will not be responsible for any Taxes due on the net income of MPowrx.  Healthcare Professional will pay and reimburse MPowrx for any Taxes.  MPowrx may add any such Taxes to Invoices submitted to Healthcare Professional.
7. DELIVERY
   • Shipments. MPowrx will select the carrier for shipments of Products to the address set forth in Healthcare Professional’s Order.
   • Delivery and Acceptance. All prices quoted for Products and unless otherwise stated herein do not include shipping.  Healthcare Professional accepts Products upon receipt at MPowrx’s shipping facility, and may not thereafter revoke its acceptance.  Subject to Section 3, Healthcare Professional bears the risk of loss or damage during all shipping or transit periods.
   • Defective Products. Healthcare Professional will have thirty (30) days from the date of sale to a Consumer to notify MPowrx of any defects in workmanship or materials and ship the defective Products back to MPowrx for review.  If MPowrx tests and finds the returned Products to be defective, MPowrx will ship new product replacements to Healthcare Professional to replace the defective Products.
8. TERM AND TERMINATION
   • Term. These Terms and Conditions will commence and be effective on the Effective Date and remain in effect until terminated in accordance with these Terms and Conditions (“Term”).
   • Termination for Breach. Subject to Section 8.6, either Party may terminate these Terms and Conditions for breach in the event any term of Terms and Conditions is breached by the other Party and such breach is not remedied within seven (7) days following written notice to the breaching Party.  If the breach is not remedied within seven (7) days of receipt of notice of breach, then these Terms and Conditions will immediately terminate and cease to be effective.
   • Termination for Convenience. Subject to Section 8.6, either Party may terminate these Terms and Conditions for any reason, without penalty, upon thirty (30) days’ written notice to the other Party.
   • Termination for Bankruptcy. Subject to Section 8.6, to the extent permitted by law, either Party may terminate these Terms and Conditions immediately, without notice, in the event that proceedings for reorganization, liquidation, bankruptcy or receivership are filed or instituted against or by the other Party unless such proceedings or filings have been revoked or rescinded within fifteen (15) days of such filing.
   • Effect of Termination. Subject to Section 8.6, upon termination of these Terms and Conditions for any reason, the licenses referenced in Section 2.1 above automatically terminate and Healthcare Professional will immediately cease any and all use of the Trademarks, any associated goodwill, and any other Intellectual Property owned, reserved or protected by MPowrx.  Healthcare Professional will immediately cease any and all marketing, sale or distribution of Products upon termination of these Terms and Conditions.  MPowrx will have no other obligations in connection with the termination of these Terms and Conditions.  If on the date of termination of these Terms and Conditions, Healthcare Professional has any inventory of the Products, then MPowrx shall have the right (“Repurchase Right”), but not the obligation, to purchase from Healthcare Professional within thirty (30) days from the date of termination any or all of Healthcare Professional’s inventory of Products not already sold by Healthcare Professional, at the cost paid by Healthcare Professional for such Products.  In the event that MPowrx exercises its Repurchase Right, MPowrx shall be responsible for all costs associated with shipping of the Products.  Notwithstanding the first sentence in this section, in the event that MPowrx does not exercise its Repurchase Right to purchase all of Healthcare Professional’s remaining inventory, Healthcare Professional shall be entitled to sell its remaining inventory of Products in accordance with all of these Terms and Conditions, including Articles 2, 3 and 4.
   • Survival. The provisions of Sections 2, 8.6, 9.1, 9.2, 9.3, 9.5, 9.6, 10, 11 and 12, (and Articles 2, 3 and 4 if applicable as indicated in Section 8.6) shall survive the termination or expiration of these Terms and Conditions.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
   • MPowrx warrants that as of the date of delivery, Products are free of defects related to the material and/or workmanship for the period set out in Section 7.3. EXCEPT AS SET FORTH IN THIS SECTION 9.1, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MPOWRX PROVIDES PRODUCTS TO DISTRIBUTOR (AND ITS CONSUMERS) STRICTLY “AS IS.”  MPOWRX MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, LEGAL OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO PERSON (INCLUDING ANY AGENT, DEALER OR REPRESENTATIVE OF MPOWRX) IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS EXCEPT TO REFER PURCHASERS TO THE WARRANTY IN SECTION 3 AND DISTRIBUTOR ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER WARRANTIES OR REPRESENTATIONS.
   • Healthcare Professional Indemnification. Healthcare Professional will indemnify, defend and hold harmless MPowrx and its affiliates, subsidiaries, agents, servants, employees, officers, directors and customers, from any claim, suit, demand, loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys’ fees), arising out of or relating to (a) any advertising (including false or misleading advertising), distribution, sale or marketing of Products by Healthcare Professional; (b) any business or other activities conducted or pursued by Healthcare Professional unrelated to these Terms and Conditions; (c) any breach or failure of Healthcare Professional to perform its obligations under these Terms and Conditions; and (d) any breach or violation of Healthcare Professional’s obligations under Section 3 of these Terms and Condtions; (collectively, “Indemnified Matters”).  Healthcare Professional will promptly assume and control defense of Indemnified Matters, except that Healthcare Professional will not consent to the entry of any judgment or enter into any settlement with respect to any third party claim without MPowrx’s prior written consent.  If Healthcare Professional fails to promptly assume or diligently control MPowrx’s defense, or if MPowrx reasonably believes that Healthcare Professional has failed to control or defend such claim in a competent manner, MPowrx may assume the defense of the Indemnified Matter and will be entitled to recover its costs and expenses in defending the Indemnified Matter from Healthcare Professional, including reasonable legal fees. 
   • MPowrx Indemnification. MPowrx will: (a) indemnify, defend and hold harmless Healthcare Professional and its affiliates, subsidiaries, agents, servants, employees, officers, directors and customers, from any claim, suit, demand, loss, liability, damage, cost or expense (including, without limitation, reasonable legal fees), arising out of or relating to negligent design or manufacture of the Products; and (b) indemnify Healthcare Professional in respect of any fees or other penalties levied as a result of MPowrx’s failure to provide or procure the permits, licenses or authorizations required for registration in the Territory in breach of Section 4; (section 9.3 (a) and (b) constitute “MPowrx Indemnified Matters”).  MPowrx will promptly assume and control defense of any MPowrx Indemnified Matter and Healthcare Professional may participate through counsel of its own choosing at its own cost. 
   • Insurance. Healthcare Professional will maintain at its own expense in full force and effect at all times during which Products are sold, insurance, including general commercial liability insurance and product liability insurance, with minimum limits of (a) at least one million dollars ($1,000,000), respectively, per occurrence; or (b) an amount sufficient to cover any and all liabilities for which Healthcare Professional would be required by Section 9.2 of these Terms and Conditions to indemnify MPowrx, whichever is greater.  Upon request, Healthcare Professional will provide to MPowrx certificates of insurance demonstrating such coverage.  Healthcare Professional will provide MPowrx with at least thirty (30) days’ written notice of the expiration or cancellation of any insurance. MPowrx will maintain at its own expense in full force and effect during the Term, product liability insurance with coverage of two million dollars ($2,000,000) per occurrence, and a total annual aggregate limit of two million dollars ($2,000,000).Limitation of Liability.  TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, REGARDLESS OF WHETHER MPOWRX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE: (A) IN NO EVENT WILL MPOWRX BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ENHANCED DAMAGES (INCLUDING LOST PROFITS), AND (B) EXCEPT FOR CLAIMS OF PRODUCT LIABIILTY COVERED UNDER SECTION 9.3, IN NO EVENT WILL MPOWRX’S LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS EXCEED THE AMOUNT OF THE PURCHASE ORDER(S) RELATING TO THAT CLAIM.  The prices and limitations of liability set forth in these Terms and Conditions reflect the allocation of risk negotiated and agreed to by the Parties.  Healthcare Professional acknowledges that MPowrx would not enter into these Terms and Conditionswithout these limitations on its liability and that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
   • Limitation of Remedies. In the event that MPowrx is unable to deliver Products or fails to deliver Products to Healthcare Professional for any reason, Healthcare Professional’s sole and exclusive remedy is cancellation of the Order and return of prepaid funds.
10. CONFIDENTIALITY AND NON-SOLICITATION
    • Confidential Information. The Receiving Party shall:

• hold in confidence, subject to the provisions hereof, such of the Confidential Information that is delivered to the Receiving Party in writing or electronic format and designated as “Confidential” or is disclosed orally, designated as confidential at the time of such oral disclosure and is reduced to writing and marked as “Confidential” by the Disclosing Party within thirty (30) days of the oral disclosure;
• not divulge such Confidential Information to any third party except on a need-to-know basis to those Representatives who reasonably require access to the Confidential Information for the purposes of carrying out the Receiving Party’s obligations hereunder, provided that any such Representative is bound by confidentiality and non-use obligations no less stringent than those created under these Terms and Conditions;
• inform any Representative to whom it transmits Confidential Information of the confidentiality obligations set out inthese Terms and Conditions, including, without limitation, the obligation not to disclose the Confidential Information to any other Person, except as permitted in these Terms and Conditions;
• be responsible for any breach of the obligations hereof by any Representatives to whom it transmits Confidential Information;
• not (i) make use of the Confidential Information for any purpose other than carrying out the Receiving Party’s obligations hereunder; or (ii) file for Intellectual Property protection the Confidential Information, unless agreed to in writing by the Disclosing Party, or to otherwise acquire ownership of the Confidential Information; and
• in the event of either Party contacting or visiting any of the facilities of the other Party, the visiting Party agrees that any additional information that the other Party considers confidential, which may come to its knowledge as a result of any such visit, shall be deemed Confidential Information hereunder and subject to the terms hereof, without the requirement that such information be in writing and marked “Confidential”.
  • Confidential Information – Exceptions. These Terms and Conditions shall not apply to any information which:
• at the time of disclosure by the Disclosing Party, is published or otherwise generally lawfully available to the public;
• after disclosure by the Disclosing Party is published or becomes generally available to the public, otherwise than through any act or omission on the part of the Receiving Party (or an Affiliate thereof) in violation of these Terms and Conditions;
• was in the possession of the Receiving Party or its Representatives at the time of disclosure, as can be shown by reasonable records;
• is rightfully acquired by the Receiving Party or its Representatives from a third party who did not, to the Receiving Party’s reasonable knowledge, obtain it under pledge of secrecy to the Disclosing Party or another;
• may be shown to have been developed independently of all Confidential Information received under these Terms and Conditions; or
• is required to be disclosed by applicable law or legal process, or requested or required by a governmental entity having authority to compel disclosure thereof, provided however, that in any such event the Receiving Party will give reasonable advance written notice to the Disclosing Party of such request or requirement such as to allow the Disclosing Party an opportunity to obtain confidential treatment for such Confidential Information prior to its disclosure (whether through protective orders or otherwise), provided further, that such disclosure is not for the purposes of filing or prosecuting patent applications without first receiving written consent from the Disclosing Party.
  • Return of Materials. Promptly upon the Disclosing Party’s written request, the Receiving Party agrees to deliver to the Disclosing Party all tangible Confidential Information delivered to the Receiving Party. All analyses, compilations, studies or other documents prepared by the Receiving Party based upon the Confidential Information will be held by the Receiving Party and kept confidential subject to these Terms and Conditions or, at the request of the Disclosing Party, promptly destroyed, with such destruction confirmed by the Receiving Party to the Disclosing Party in writing. The Receiving Party further agrees not to retain any copies of any of the above materials, except a single copy, which may be retained by legal counsel designated by the Party for the sole and exclusive purpose of determining the rights of the Parties hereto under these Terms and Conditions.
  • Non-Solicitation. Healthcare Professional shall not: (a) solicit or hire any employee, contractor or consultant of MPowrx during the Term or for a period of one (1) year from the date of termination of these Terms and Conditions; or (b) hire any former employee, contractor or consultant within the first six (6) months after such person has left the employment or an engagement with MPowrx.

11. GOVERNING LAW AND DISPUTE RESOLUTION
    • These Terms and Conditionswill be governed by the laws of the Province of Alberta, Canada, and that a court of competent jurisdiction in the judicial district of Calgary, Alberta shall have exclusive jurisdiction over any dispute arising hereunder, and that the prevailing party thereof, shall be entitled to reasonable legal fees and costs in addition to any other order of the Court. The parties agree that the United Nations Convention for the International Sales of Goods does not apply to these Terms and Conditions and is strictly excluded.
    • Healthcare Professional will notify MPowrx of any changes in the classification or rate of duty assessed on Products imported into the Territory.
    • Healthcare Professional will not directly or indirectly make any payment, or transfer anything of value, to any official or employee, political party, political party official, candidate for political office, or other third party in violation of any U.S. or other foreign commercial bribery, anti-kickback or similar law, including, without limitation, the S. Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act.
12. GENERAL PROVISIONS
    • Assignment. These Terms and Conditions shall not be assigned by either Party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other Party, which consent shall not unreasonably be withheld, conditioned or delayed.  Notwithstanding the foregoing, MPowrx may freely assign these Terms and Conditions to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of the Healthcare Professional.  Any assignment in violation of this Section 1 shall be null and void from the beginning, and shall be deemed a material breach ofthese Terms and Conditions.
    • Waiver and Amendment. No modification, amendment or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the Parties.  No failure or delay by either Party in exercising any right, power, or remedy under these Terms and Conditions, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
    • Compliance with Laws. Each Party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.
    • Notices. All notices, demands or consents required or permitted under these Terms and Conditions shall be in writing and delivered to the addresses set forth above.  Notice shall be considered delivered and effective on the earlier of actual receipt or when: (a) personally delivered; (b) the day following transmission if sent by electronic mail or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) one (1) day after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified or registered mail.  Notice shall be sent to the parties at the addresses set forth on the first page of these Terms and Conditions or at such other address as shall be specified by either Party to the other in writing in accordance with this Section 4.
    • Independent Contractors. The Parties are independent contractors.  Neither Party shall be deemed to be an employee, agent, partner, joint venturer nor legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.  Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.
    • Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
    • Force Majeure. Except for obligations to pay any fees under these Terms and Conditions, neither Party shall be deemed to be in breach of these Terms and Conditions for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such Party’s facility or involving such Party).  If either Party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other Party may terminate these Terms and Conditions without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.
    • If there is any conflict or inconsistency between any Exhibits to these Terms and Conditions and the body of these Terms and Conditions, the sections in the body of these Terms and Conditions will prevail.  Unless specifically agreed to in writing by the Parties, these Terms and Conditions prevail over any additional or conflicting terms of any Purchase Order or other communication between the Parties, other than order quantity and shipping instructions.
    • No Third Party Beneficiaries; Enurement. There are no third party beneficiaries to these Terms and Conditions. These Terms and Conditions shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 
    • Further Assurances. Each Party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of these Terms and Conditions.
    • Entire Terms and Conditions. These Terms and Conditions, including all Exhibits and external documents referenced herein (including delivery timetables and deliverable requirements), constitutes the final, complete and exclusive Terms and Conditions between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.

EXHIBIT A

Products and Price List

Products:  Healthcare Professional will be offered the following MPowrx products

• Good Morning Snore Solution (GMSSSingle)
• Good Morning Snore Solution Carrying Case (GMSSCarryCase)

Pricing for Healthcare Professional by Volume Discount:

• Country specific taxes will apply

Prices are subject to adjustment pursuant to Section 5.1 of these Terms and Conditions.

Manufacturer’s Suggested Retail Pricing

Healthcare Professional shall not offer the Products for sale at a price that is below the current MSRP price listed on our website www.goodmorningsnoresolution.com (“Manufacturer’s Suggested Retail Pricing” or “MSRP”). The MSRP is equal to the list price for the product(s) on our website plus shipping and handling.

Example: Calculation of MSRP for GMSSBdlP (GMSSSingle + GMSSCarryCase)

MSRP = (Current Website List Price (GMSSSingleBdlP)) + Shipping and Handling

MSRP = GMSSSingle ($99.94) + GMSSCarryCase ($9.94) + S+H ($9.95)

MSRP = $99.94 + $9.94 + $9.95

MSRP = $119.83

EXHIBIT B

TRADEMARKS AND TRADEMARK USE AND BRAND GUIDELINES

The following are the registered trademarks of MPowrx:

            GOOD MORNING SNORE SOLUTION

            GMSS

The following are tradenames and unregistered trademarks of MPowrx:

            MPOWRX

            I SLEEP SOUND

TRADEMARK GUIDELINES

Healthcare Professional acknowledges and agrees that the above marks and related logos are trademarks of MPowrx.

1. Use Proper Trademark Notices. In advertising, brochures and other collateral materials, the first time or the most prominent time the trademark appears, it should have a ™ behind it (or the designation ® if the mark is registered in the applicable jurisdiction), and an asterisk that refers to the bottom of the page or brochure, where the following should appear in clear and easily readable type:

* “GOOD MORNING SNORE SOLUTION”, “GMSS”, MPOWRX” “I SLEEP SOUND” and related logos are trademarks of MPowrx.” {if and when the Trademarks are registered by MPowrx in the applicable country, the above should read: “are registered trademarks of MPowrx”.}

Use of the ® symbol when the mark is registered in the applicable country is important because it may determine the remedies the mark owner can recover when the mark is infringed.  However, the ® symbol should not be used unless the mark is in fact registered in the applicable country.  Use of the ® for an unregistered mark is generally forbidden by law and could bar MPowrx from obtaining registration of the mark.  It could also impair MPowrx’s ability to sue infringers of the mark.  Accordingly, you must be certain that the mark is registered in the applicable country before using the ® symbol.  MPowrx will notify Healthcare Professional if any Trademark is registered in any country in the Territory.

1. Use as an Adjective. When using the trademarks in text, do not use the trademarks as a noun; always use them as an adjective followed by the generic name of the product.   So, the correct usage in text would be: a MPowrx™ device or MPowrx™ product.  If the trademark is used in text, it should stand out in the text. The generic designation behind it should be in lower case.

III.       Other Rules. 

• Be consistent in the use of the mark and conform to the specifications.
• Always spell the mark correctly if it is a word and reproduce it faithfully and accurately if it is a design or symbol. Avoid any variations.  Do not add features or graphic elements.
• Watch for all incidents of improper usage of any MPowrx trademarks and report them to MPowrx.

MPowrx’s Brand Guidelines, as may be amended by MPowrx from time to time, are available to the Healthcare Professional.

EXHIBIT C

Territory

For the purposes of these Terms and Conditions, “Territory” shall mean all of the provinces, states and/or territories of the country which is listed below:

• Canada - all of the Provinces and Territories of Canada

• United States of America – all of the States of the United States of America and all of its overseas territories

• European Union – (Including the sovereign country of the United Kingdom)

• Australia