Vet Referral Program
Terms and Conditions

Last Modified: January 2026

WHEREAS, the Company provides concierge veterinary medicine designed to advance pet healthcare.

WHEREAS, the Company’s business model involves affiliating with veterinary medicine practices through joint ventures services

agreements, or other models of cooperation to provide the desired concierge level of service.

WHEREAS, Referral Party is in a position to introduce the Company to veterinary medicine practices and the Company is

willing to pay a fee to the Referral Party if such introductions result in establishing concierge veterinary medicine practices that participate

with the Company.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Agreement

1.1 Subject to the terms hereof, Company hereby engages Referral Party, and Referral Party hereby accepts

such engagement, to use its reasonable commercial efforts to identify and introduce to the Company veterinarians and

veterinary practices (“Veterinary Candidates”) for purposes of exploring affiliations between them and the Company to

provide concierge veterinary services.

1.2 The Company has provided the Referral Party with a description of the qualifications and credentials for

the Veterinary Candidates that it is seeking (“Qualified Veterinary Candidates”). The Referral Party will use its best

efforts to only present the Company with Qualified Veterinary Candidates.

1.3 Company will have five (5) business days from receipt of the name, contact information and other

information requested by the Company with respect to any prospective Qualified Veterinary Candidate that the Referral

Party intends to introduce to the Company to determine whether the Company has already been provided with an

introduction or possible introduction to such prospective Qualified Veterinary Candidate through its own efforts or by

some other source (each an “Existing Prospective Candidate”), in which case the Company will provide the Referral

Party with reasonable evidence demonstrating that such prospective Qualified Veterinary Candidate is, in fact, an

Existing Prospective Candidate, and accordingly, the Referral Party will not be entitled to a Success Fee with respect to

such Existing Prospective Candidate and the Referral Party will not interact with such Existing Prospective Candidate on

behalf of the Company unless the Company specifically requests in writing that the Referral Party interact with such

Existing Prospective Candidate on behalf of the Company, in which case, the Referral Party may be entitled to a fee with

respect to such Existing Prospective Candidate if and to the extent the Company expressly agrees to pay such a fee in

writing with respect to such Existing Prospective Candidate.

1.4 The Referral Party will only introduce a Qualified Veterinary Candidate to the Company following a

request by the Company for such an introduction (an “Introduction Request”), in which case, the Referral Party will

promptly use reasonable commercial efforts to introduce the Company to such Qualified Veterinary Candidate.

Thereafter if, but only to the extent requested by the Company, the Referral Party may work with the Company to

persuade the Qualified Veterinary Candidate to become a Company Affiliate (as defined below). At any time, at the

request of the Company, the Referral Party will cease interacting on behalf of the Company with a Qualified Veterinary

Candidate.

1.5 For the avoidance of doubt, the Company shall have no obligation to meet with, pursue or enter into any

relationship with any Qualified Veterinary Candidate even after an Introduction Request, in which case the Referral Party

understands and agrees that the Referral Party will have no claim against the Company with respect to such non-pursuit or

abandonment of the pursuit of such Qualified Veterinary Candidate.

1.6 Referral Party shall only use the approved materials provided by Company to market and promote

Company to targeted Qualified Veterinary Candidates in connection with the Agreement. Referral Party will not alter,

modify, dilute or misuse any materials provided by Company.

1.7 The Referral Party is not entitled to and will not make any representation or warranty to any prospective

Qualified Veterinary Candidate regarding the Company, or its business, plans or intentions, and in no event will the

Referral Party hold itself out as having the authority to, and the Referral Party expressly agrees that it does not have the

authority to bind the Company in any manner.

1.8 For purposes hereof, a “Company Affiliate” is veterinarian or veterinary practice that enters into a binding

agreement with the Company pursuant to which the veterinarian or veterinary practice agrees to provide veterinarian

services to members of a concierge veterinary practice which is owned, operated, managed, serviced or controlled by the

Company.

2. Success Fee. In consideration for Referral Party’s efforts to identify and recommend Qualified Veterinary

Candidates, Company shall, subject to the terms and conditions set forth in this Agreement, pay Referral Party a fee

(each, a “Success Fee”) upon the successful establishment of an affiliation with the Company. The amount and payment

of any Success Fee shall be in accordance with the following:

2.1 Unless otherwise expressly agreed to by the Parties, the amount of any Success Fee shall be

$___________.

2.2 A Success Fee shall be deemed earned only if and when a Qualified Veterinary Candidate who is not an

Existing Prospective Candidate who is presented to the Company by the Referral Source in accordance with Section 1

above commences providing concierge veterinary services to pets of customers as a Company Affiliate as reasonably

determined by the Company.

2.3 No Success Fee will be paid to the Referral Party with respect to an Existing Prospective Candidate or

with respect to any Qualified Veterinary Candidate who does not become a Company Affiliate within two years after

the date on which the Referral Party first presents such Qualified Veterinary Candidate to the Company.

2.4 The Company will pay any earned Success Fee to the Referral Party within thirty (30) days after such

Success Fee is earned.

3. Non-Exclusive Appointment. Referral Party acknowledges and accepts that Company may at any time, in its sole

discretion, engage any other person or company to identify, introduce, solicit, or otherwise assist with recruiting potential

Company Affiliates anywhere.

4. Confidentiality Agreement. The Referral Party acknowledges that the Referral Party is bound by and

subject to a Confidentiality and Non-Disclosure Agreement (the “NDA”) with the Company and the Referral Party may

use Confidential or Proprietary Information of the Company solely for the purposes of identifying potential Qualified

Veterinary Candidates but the Referral Party will not disclose or make available any of such Confidential or Proprietary

Information to any prospective candidate without the prior written consent of the Company.

5. Term; Termination; Survival.

5.1 The term of this Agreement shall commence on the Effective Date and shall continue until: (x) either Party

provides the other Party with at least thirty (30) days’ prior written notice of termination; (y) if the Referral Party has not

presented the Company with a Qualified Veterinary Candidate within the last two hundred and seventy (270) consecutive

days; or (z) when either Party terminates the term of this Agreement for cause in accordance with Section 5.2, whichever

occurs first.

5.2 Either Party may terminate this Agreement by written notice, effective immediately: (i) for breach of any

material provision of this Agreement if such breach remains uncured by the breaching party within ten (10) days’ notice

of such breach.

5.3 Sections 1.6, 1.7, 2, and 4 of this Agreement shall survive termination or expiration of this Agreement, as

well as any other provision that in order to give proper effect to its intent should survive expiration or termination of this

Agreement, will survive any expiration or termination of this Agreement.

6. Miscellaneous.

6.1 Each Party shall, in connection with carrying out such Party’s obligations under this Agreement, at all

times comply with all laws, regulations and judicial actions including all amendments thereto, and all other applicable

federal or provincial legislation, regulations and judicial actions, as now or as may become effective.

6.2 This Agreement shall not be construed to create any association, partnership, joint venture, employee or

agency relationship between Referral Party and Company for any purpose. Neither party has authority (and shall not hold

itself out as having authority) to bind the other party, nor make any agreements or representations on the other’s behalf

without prior written consent.

6.3 Nothing express or implied herein shall confer upon any third party any rights, remedies, obligations, or

liabilities.

6.4 This Agreement and the NDA constitute the entire agreement between the Parties with respect to the

subject matter hereof and supersedes all prior understandings, communications, and agreements between them, written or

oral, regarding such subject matter.

6.5 This Agreement shall not be modified, nor shall any provision hereof be waived or amended, except by a

written amendment duly executed by the Parties. A waiver of any provision with respect to one event shall not be

construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. No waiver of any right

or remedy of any Party under this Agreement shall be effective unless expressly set forth in writing and failure to enforce

any right or remedy by a Party, regardless of whether knowingly or not, shall be deemed to be a waiver of such right or

remedy or estop such Party from at some later date enforcing such right or remedy.

6.6 If any term or provision in this Agreement shall be held to be invalid, illegal or unenforceable, then such

term or provision shall be reformed to the extent necessary to make such term or provision valid and enforceable when

so applied, and such invalidity, illegality or unenforceability of such term or provision shall not affect the remaining

provisions or terms of this Agreement.

6.7 This Agreement shall be governed by and construed in accordance with the internal substantive laws of the

State of Florida applicable to contracts negotiated, executed, delivered, and entirely performed in the State of Florida,

regardless of where actually negotiated, executed, delivered or performed and regardless of any principles or rules of

conflicts or choices of laws that would require the application of the laws of any other jurisdiction. The Parties hereby

irrevocably consent to the State of Florida as the sole and exclusive jurisdiction to adjudicate any disputes arising

between the parties under this Agreement.

6.8 Any notices to be given hereunder must be in writing and addressed to the relevant Party at the address set

forth on the first page of this Agreement or to such other address that may be designated by the receiving Party from time

to time in accordance with this section. Each Party shall deliver all notices by personal delivery, nationally recognized

overnight courier (with all fees prepaid), or email of a PDF document (with confirmation of transmission) or certified or

registered mail (in each case, return receipt requested, postage prepaid). Any such notice will be deemed to have been

received upon: (a) actual receipt; (b) the day after being sent by nationally recognized overnight courier service (with all

fees prepaid); (c) as indicated as delivered when sent by certified or registered mail; (d) upon confirmation of receipt by

electronic mail, whichever of the foregoing occurs first.

6.9 Neither Party shall assign, transfer, delegate or subcontract any of its rights or obligations under this

Agreement without the other’s prior written consent. Any purported assignment or delegation in violation of this Section

shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of

their respective permitted successors and permitted assigns.

6.10 This Agreement may be executed in counterparts, each of which is deemed an original, but all of which

together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically

shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement may be executed

and delivered using AdobeSign, DocuSign, or similar technology. Each Party represents and warrants to the other Party

that this Agreement has been duly executed and delivered by such Party, has been duly and voluntarily executed by such

Party or such Party’s duly authorized representative, and entering into this Agreement by such Party and carrying out

such Party’s obligations under this Agreement does not violate any obligation, commitment, fiduciary duty, or agreement

by which such Party is bound.