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I acknowledge and agree to the following statements:

1. Credentials. I represent and warrant to L-Nutra that I am a health care professional with the above-referenced professional license or registration, as applicable, and am in good standing in the state where I intend to offer ProLon® to individuals who seek my professional services. I am licensed and authorized by applicable state law to provide ProLon® to patients/clients, and acknowledge that if I provide ProLon® to any patient/client, I must do so in compliance with applicable state and federal law. I acknowledge and agree that L-Nutra, Inc. will rely upon, and will not separately verify, each and every representation and warranty made in this Purchase Agreement.

2. Medical Clearance. I understand that ProLon® is not approved by the United States Food and Drug Administration for the treatment of any disease or condition. I acknowledge and agree that ProLon®

3. Medical Supervision of Patient/Clients who Report a Known Medical Condition. acknowledge and agree that that it is my sole responsibility also to ask each patient/client whether he or she has a known medical condition prior to the recommendation or authorization for sale of ProLon® to any patient/client. I will advise each patient/client who indicates that he or she has any known medical condition to undergo an appropriate medical examination and, if approved by a physician or other qualified health care professional, to use ProLon™ only under the supervision of a physician or other qualified health care professional. I acknowledge and agree to advise each patient/client of the information contained in the ProLon® Health Care Professional Full Product Information including but not limited to the precautions and potential side effects listed therein.

4. L-Nutra, Inc. I acknowledge and agree that L-Nutra has no duty to independently confirm whether any individual patient/client has been advised to have, or has actually received, a physical examination or medical clearance prior to the sale of ProLon® to the patient/client. I also acknowledge and agree that L-Nutra has no duty to confirm whether any patient/client has a known medical condition or whether the patient/client has been advised to use, and actually does use ProLon® under the supervision of a physician or qualified health care professional and in a manner consistent with the Health Care Professional Full Product Information.

5. Initial and Subsequent Purchases. I acknowledge and agree that the statements and representations made in this Purchase Agreement apply to each and every purchase of ProLon® that I make or authorize for each patient/client.
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THIS VENDOR AGREEMENT ('Agreement') is made by and between L-Nutra, Inc. (“L-Nutra”), a California Corporation, with its principal office located at 3975 Landmark St., Suite 500, Culver City, CA 90232 and {Practice Name:13}, a Health Care Professional (“HCP”) with License Number {License No.:2}, and a principal office located at {Office Address (Street Address):4.1}, {Office Address (City):4.3}, {Office Address (State / Province):4.4}, {Office Address (ZIP / Postal Code):4.5}.

WHEREAS, HCP owns and operates a medical practice located at the above address (the “Practice” ), and provides professional health care services, whereby HCP dispenses L-Nutra’s ProLon® dietary supplement product (“ProLon®”) to HCP’s Patients during the course of HCP’s Practice.

WHEREAS, HCP desires to purchase the ProLon® from L-Nutra for use at its Practice, and L-Nutra desires to sell the ProLon® to HCP, as set forth herein, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree to the following:

1.1 Health Care Professional’s Responsibilities.

(a) Maintenance of Licenses. During the Term of this Agreement, HCP shall maintain in good standing all licenses, consents, certifications, accreditations and approvals necessary to conduct the Practice and provide health care services including the providing of ProLon® to Patients as a licensed HCP.

(b) Compliance with Laws. HCP shall conduct the Practice in accordance with any and all applicable laws, rules, guidelines and requirements of governmental, accrediting, reimbursement, payment and other agencies having jurisdiction over the operation of the Practice and the providing of ProLon® to Patients including but not limited to compliance with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof relating to all applicable health care laws and/or regulations (“Regulations”). HCP and its agents, employees or staff have not and shall not engage in any conduct that violates any applicable Regulations including but not limited to the unauthorized or medically inappropriate providing of the ProLon® product to Patients.

(c) Regulatory Status of the ProLon® Product in the United States. HCP understands that ProLon® is marketed as a conventional food and not approved by the U.S. FDA for the treatment of any disease or condition. HCP acknowledges and agrees that ProLon® should not be relied upon as a treatment for any disease or medical condition, and that Patients should not be advised that it may be so relied upon. HCP also acknowledges and agrees that it is his/her sole responsibility, prior to the sale or recommendation of ProLon® to any Patient, and prior to authorizing ProLon® to be furnished to any Patient by an outside supplier, to establish that the Patient has obtained medical clearance from HCP or another licensed physician or other qualified health care professional that the Patient’s use of ProLon® is appropriate in light of the Patient’s individual health profile and the nature of ProLon® as a low-calorie diet.

(d) Documentation for Use of ProLon®. HCP shall document the Patient’s medical history as per all applicable Regulations, and any other information necessary, to determine the appropriate use of ProLon® by a Patient, including but not limited to, the obtaining of documentation regarding the Patient’s medical clearance for the use of ProLon® from other health care providers of Patient if applicable.

(e) Medical Supervision of Patients. HCP acknowledges and agrees that that it is his/her sole responsibility to conduct a full and thorough medical evaluation of the Patient prior to the recommendation or authorization for sale of ProLon® to the Patient. Should Patient have any known medical condition, HCP will authorize use of ProLon™ only if medically appropriate and only if under the supervision of himself or herself as a licensed HCP or that of a physician or other qualified HCP. HCP also acknowledges and agrees that L-Nutra is neither qualified nor has a duty to supervise a Patient’s use of ProLon® or independently confirm whether any Patient has been advised to have, or has actually received, a physical examination or medical clearance prior to the sale of ProLon® to the Patient by HCP. HCP understands that he or she, as a licensed health care professional, or another qualified, licensed health care practitioner are the only persons qualified to determine whether the use of ProLon® is medically appropriate for any given Patient, and as such has the ultimate duty and responsibility to make this determination.

(f) ProLon® Disclosure to Patients. HCP acknowledges that he or she has reviewed the ProLon® Health Care Professional Full Product Information Packet and agrees to advise each Patient of the information contained in the ProLon® Health Care Professional Full Product Information Packet including but not limited to the precautions and potential side effects of a low-calorie diet listed therein. HCP also acknowledges and agrees that it is his or her duty, and not that of L-Nutra, to provide the Patient with all necessary information regarding use of ProLon®.

1.2 Indemnification. HCP agrees to indemnify, defend, and hold harmless L-Nutra and its directors, officers, employees, agents, and affiliates from and against any and all actions, proceedings, claims, lawsuits, disputes, costs and expenses (including attorneys’ fees and costs), judgments, investigations, damages, fines, losses, settlements, and liability whatsoever, whether or not involving a third party claim, which arise out of or relate to the failure, or alleged failure, of HCP to comply with the requirements of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, L-NUTRA SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, AS A RESULT OF A BREACH OF ANY TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER L-NUTRA WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

1.4 Choice of Law & Venue. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California, except choice of law rules that would require the application of the laws of any other jurisdiction. The parties agree that the County of Los Angeles, California shall be the only proper venue for disputes related to this Agreement.

AGREED & ACCEPTED

By: {Name (First):1.3} {Name (Last):1.6}

Date: 02/24/2021