PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT the (“Agreement”) is made effective as of the date duly signed by the Parties below (the “Effective Date”) by and between Vetcelerator LLC., a Tennessee Limited Liability Corporation (the “Company”) with offices located at 10629 Harden Valley Road, Suite 129, Knoxville, TN 37932, and the “Client”. Company and Client shall each be referred top herein as a “Party” and collectively as the “Parties.”

1. The Services.

Company shall provide, those certain marketing, business, management, and administrative services necessary or appropriate for the proper operation of the Client’s business (“Services”), as more fully described in the statement of work (“SOW”). Company shall provide the Services (a) in accordance with the terms and subject to the conditions set forth in this Agreement and applicable SOW ; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; (d) in accordance with generally recognized industry standards in Company’s field; and (e) to the reasonable satisfaction of Client. No provision of this Agreement is intended, nor shall it be construed, to permit the Company to affect or influence the professional judgment of any member of the Client’s Providers.

2. Responsibilities of the Client

2.1 Client shall (a) provide Company with access to Clients premises, office accommodation, and technology infrastructure or computer systems as may reasonably be required by Company for the purposes of performing the Services; and (b) respond promptly to any Company’s request for information or approvals that Service Provider requires to perform the Services

2.2 Customer Records

(a) All customer records shall be the property of the Client. The Client and its Providers shall comply with all applicable laws, regulations, and ethical principles concerning confidentiality of patient records.

(b) The Client shall own and control all customer records, including determining the contents thereof. The Client shall grant the Company access to the information contained in the customer records owned by the Client and completed by the Providers to the extent that access to such information is permitted by applicable Laws and is required in connection with the Company’s services hereunder.

(c) The Company shall preserve the confidentiality of any customer records that it stores on behalf of the business, including the restriction of access to such records by its own personnel to only those whose specific job description requires access to such information on a routine basis.

3. Term And Termination.

3.1 Term. The term of this Agreement is as defined in the applicable SOW, or otherwise on the Effective Date of this Agreement and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for six (6) months thereafter such date (the “Term”).

3.2 Renewal. This Agreement shall automatically renew for successive one (1) month periods, unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, with the Initial Term, the “Term”).

3.3 Termination for Cause. Either Party may terminate this Agreement or any SOW, effective upon written notice to the other Party (the “Defaulting Party“), if the Defaulting Party:

(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or

(b) (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within forty five (45) business days or is not dismissed or vacated within ninety (90) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3.4 For Website marketing and hosting services: In the event the Client terminates this Agreement with respect to this Service Item for any reason whatsoever, before the completion of one (1) year from the Effective Date, the Customer agrees to pay Company a Transfer Fee of $2,500 to offboard website and move domain and files to their Specified Destination

3.5 Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:

(a) Company shall provide reasonable cooperation and assistance to Client upon Client’s written request and at Client’s expense in transitioning the Services to a different Service Provider;

(b) Each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information, (ii) permanently delete all of the other Party’s Confidential Information from its computer systems, and (iii) certify in writing to the other Party that it has complied with the requirements of this clause. Notwithstanding the foregoing, a Party may retain one copy of the Confidential Information solely and exclusively for legal or regulatory purposes, and in no event for any commercial purpose, and any such retained Confidential Information shall remain subject to the provisions of the section for as long as the Confidential Information is retained.

3. FEES

4.1 Fees. Client shall pay Company the fees set forth in in the applicable SOW (“Fees”) in accordance with this Section 4.

4.2 Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Company’s income.

4.3 Payment. Client shall pay all Fees within thirty (30) days after the date of invoice issuance. Client shall make all payments hereunder in US dollars in accordance with the method set forth in Exhibit A or applicable SOW.

4.4 Late Payment. If Client fails to make any payment when due then, in addition to all other remedies that may be available to Company: (a) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Client shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys’ fees and court costs; and (c) if such failure continues for twenty (20) days following written notice thereof, Company may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Client or any other Person by reason of such suspension.

4.5 No Deductions or Setoffs. All amounts payable to Company under this Agreement shall be paid by Client to Company in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

5. Representations and Warranties

5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5.2 Additional Company Representations, Warranties, and Covenants. Company represents, warrants, and covenants to Client that Company will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

5.3 Additional Client Representations, Warranties, and Covenants. Client represents, warrants, and covenants to Company that Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data so that, as received by Company and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

6. Indemnification

6.1 Indemnification by the Client. The Client hereby agrees to indemnify, defend (at the Company’s option), and hold harmless the Company, its affiliates, and each of their officers, directors, managers, members, shareholders, agents, and employees from and against any and all investigations, claims, demands, losses, liabilities, actions, lawsuits and other proceedings judgments and awards, and costs and expenses (including court costs, and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part out of any breach by the Client of this Agreement, any willful or grossly negligent acts or omissions by the Client or its Providers in their performance of this Agreement, and any negligence of the Client or its Providers arising form or related to any of their professional acts or omissions, to the extent that such is not paid or covered by the proceeds of insurance. The Client shall promptly notify the Company of any lawsuits or actions, or any threat thereof, against Client or any Provider, or the Company, which may become known to the Client.

6.2 Indemnification by the Company. The Company hereby agrees to indemnify, defend (at the Clients option), and hold harmless the Client, and each of its officers, managers, members, agents and employees, from and against any and all investigations, claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including court costs, and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of any breach by the Company of this Agreement or any willful or grossly negligent act or omission by the Company in its performance of this Agreement, to the extent that such is not paid or covered by the proceeds of insurance. The Company shall promptly notify the Client of any lawsuits or actions, or any threat thereof, against the Company or any Provider, or the business, which may become known to the Company.

7. LIMITATION OF LIABILITY.

7.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.3, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 The exclusions and limitations in Section 7.1 and Section 7.2 shall not apply to:

(c) a Party’s indemnification obligations under Section 6 (Indemnification)

(d) damages or other liabilities arising out of or relating to a Party’s failure to comply with its obligations under 9 (Confidentiality);

(e) damages or other liabilities arising out of or relating to a Party’s failure to comply with its obligations under 10 (Intellectual Property Rights; Ownership); ;

(f) damages or other liabilities arising out of or relating to a Party’s gross negligence, willful misconduct, or intentional acts; and

(g) a Party’s obligation to pay attorneys’ fees and court costs in accordance with this Agreement.

8. Non-Solicitation

8.1 The Client shall not, during the term of this Agreement and for a period of twelve (12) months from the date of termination or expiration of this Agreement, solicit for employment, verbally or in writing, employ or offer employment to any employee or former employee of the Company or its affiliates, including, but not limited to any personnel provided by the Company to the Client hereunder, without the prior written consent of the Company.

8.2 The Client agrees that the restrictive covenants set forth in this Section 7 are reasonable in nature, duration, and geographical scope. The Client further acknowledges that any violation of those restrictive covenants will cause the Company irreparable damage, which a monetary award would be inadequate to remedy, and that a court or arbitrator of competent jurisdiction may, in addition to monetary awards, enjoin any breach of, and enforce, such restrictive covenants by temporary restraining order, and preliminary and permanent injunctive relief without the need for the moving party to post any bond or surety. If a court or arbitrator of competent jurisdiction determines that any of the restrictive covenants set forth in this Section 7 are unreasonable in nature, duration or geographic scope, then the Client agrees that such court or arbitrator shall reform such restrictive covenant so that such restrictive covenant is enforceable to the maximum extent permitted by law for a restrictive covenant of that nature, and such court shall enforce the restrictive covenant to that extent. If any court or arbitrator finds that the Client has breached the restrictive covenants set forth in this Section 8, then such restrictive covenants shall be extended for an additional period equal to the period of such breach.

9. Confidentiality.

For the purposes of this Agreement “Confidential Information” means any and all information disclosed, provided or made accessible by, or on behalf of, one Party (“Disclosing Party”) to the other Party (“Receiving Party”) and/or any of its key persons, whether in writing, orally or in any other form which is not in the public domain, or regarding past, present, or future marketing and business plans, technical, financial or other proprietary or confidential information of the Disclosing Party, or which, given the nature of the information or material, or the circumstances surrounding the disclosure or provision, reasonably should be understood to be confidential or proprietary, as well as improvements, derivatives, upgrades, updates, and know-how related thereto. Confidential Information does not include information that: (i) is already or becomes generally known or available to the general public through no act or omission by the Receiving Party in breach of this Agreement; (ii) is already known to the Receiving Party at the time of disclosure without breaching any confidentiality obligation, as such may be evidenced in the Receiving Party’s written records; (iii) is rightfully disclosed to the Receiving Party by a third party, who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; (iv) is independently developed by the Receiving Party without use of, reference to, any of the Confidential Information of the Disclosing Party, as such may be evidenced in the Receiving Party’s written records; (v) is released and disclosed pursuant to a binding order of a government agency or a court, provided that the Receiving Party (a) if legally permissible, notifies the Disclosing Party of such release or disclosure with as much notice as reasonably possible so that the other Party may seek a protective order or other appropriate remedy; and (b) uses reasonable efforts to limit such release or disclosure only to the extent required. Neither Party shall disclose any Confidential Information to any third party; provided, however, that a Party may disclose Confidential Information to its employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed to keep such information confidential in the same or a substantially similar manner as provided for in this Agreement. Neither Party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of, this Agreement. Each Party will take reasonable security precautions to protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer, or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. Either Party shall notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information and shall take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement. The Parties agree that in the event of a breach of this Section 9, substantial injury could result to either Party and money damages may not be a sufficient remedy for such breach. Therefore, in the event that a Party engages in, or threatens to engage in any act which violates any provision of this Agreement, the Parties agree that the non-breaching Party shall have no adequate remedy in money or damages and, accordingly, shall be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions), and specific enforcement of the terms of this Agreement. The non-breaching Party shall not be required to post a bond or other security in connection with the granting of any such relief. The provisions of this Section 9 shall survive expiration or other termination of this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP.

10.1 Company and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. Company hereby grants Client a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicensable, worldwide license solely during the Term of this Agreement to use, or execute, any Pre-Existing Materials. All other rights in and to the Pre-Existing Materials are expressly reserved by Service Provider.

10.2 Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Client Materials, including all Intellectual Property Rights therein. Company shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.

10.3 For the purposes of this Provision, “Client Materials” means any documents, data, know-how, methodologies, software, and other materials provided to Company by Client, including computer programs, reports, and specifications. “Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Pre-Existing Materials” means the pre-existing materials specified in a Statement of Work provided by or used by Company in connection with performing the Services, in each case developed or acquired by the Company prior to the commencement or independently of this Agreement, including, without limitation, Company’s Vetcelarator suite of veterinary practice management solutions.

11. GENERAL PROVISION

11.1 Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.

11.2 Counterparts. This Agreement may be executed in counterparts (which may be exchanged via electronic mail, PDF, and/or facsimile), each of which shall be deemed an original, but which together shall constitute the same instrument.

11.3 Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver thereof.

11.4 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

11.5 Remedies Not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.

11.6 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid, or unenforceable in a particular district shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.

11.7 No Strict Construction. If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.

11.8 Assignment. Neither this Agreement, any Exhibit or any rights or licenses granted hereunder may be assigned, delegated, or subcontracted by Client without the prior written consent of Company, and any attempt to assign any rights, duties or obligations which arise under this Agreement without such consent shall be invalid ab initio. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assignees. Notwithstanding the foregoing, a Party may assign its rights, duties, or obligations under this Agreement without the consent of the other Party in the event of a merger, acquisition, or other change in control of its ownership.

11.9 Independent Contractor Relationship. The Parties are independent contractors, and this Agreement does not create an agency, partnership, or joint venture relationship between the Parties. Each Party has sole responsibility for its activities and its personnel and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other Party in any manner.

11.10 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the non-performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.

11.11 Notices. All notices and other communications required or permitted to be given to a Party pursuant to this Agreement shall be in writing, and shall be deemed duly given (i) on the date delivered if personally delivered; or (ii) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery in each case addressed to the applicable Party at the address set forth on the first page of this Agreement; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder. A copy of any notice to Company shall be sent to: 10629 Harden Valley Dr. Suite 129, Knoxville, TN 37932

11.12 Governing Law/Jurisdiction/Venue/Legal Fees. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by, and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of Tennessee. For all such matters, each Party irrevocably submits to the exclusive authority of the state and federal courts located in the County of Knox, State of Tennessee and waives any jurisdictional, venue, or inconvenient forum objections to such courts. The prevailing Party in any litigation shall be entitled to recovery of its reasonable attorneys’ fees from the other Party in addition to any other award of damages from the court.

11.13 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 4 (Fees), Section 5 (Representations and Warranties), Section 7 (Limitation of Liability), Section 8 (Non-Solicitation), Section 9 (Confidentiality), Section 10 (Intellectual Property), this paragraph 11.14 together with Section 11 (General Provisions).

11.14 Entire Agreement. This Agreement, including the SOW, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.