Exhibit 10.26


 


ACTIVE INTELLIGENCE, LLC SERVICES
AGREEMENT


 


This Services Agreement (this
“Agreement”) is made as of October 4th, 2021 (the
“Effective Date”) by and between Active Intelligence, LLC, a North Carolina based liability company,
(“Active Intelligence”) and Diomics
Corporation, (“Customer”). Active Intelligence and Customer are each a “Party” and together
constitute the “Parties” of this Agreement.


 


WHEREAS, Customer desires to appoint Active Intelligence to
perform the Services (as hereinafter defined) for the Products (as hereinafter defined) as more particularly described herein, and Active
Intelligence desires to perform the Services for Customer in accordance with the terms and conditions with this Agreement; and


 


WHEREAS, Active Intelligence and Customer are each duly authorized
to execute and deliver this Agreement, and all necessary corporate action and all consents, approvals and other authorizations and all
other acts and things necessary to make this Agreement a valid, binding and legal instrument have been done and performed by Active Intelligence
and Customer respectively.


 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:


 


		1.	Definitions.



 


		a.	“Affiliate” means any specified Person, any other Person that directly or indirectly controls, is controlled by, or is
under common control with such specified Person. The term “control,” when used with respect to any specified Person, means
the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities,
by contract or otherwise; and the terms “controlling” and “controlled” have correlative meanings.



 


		b.	“Confidential Information” means any information or data relating to Active Intelligence’s business processes, methodologies,
inventions, know how, machinery and equipment, which Active Intelligence or its Representatives (as defined below), whether in oral, visual,
written, electronic, tangible or other form, discloses to Customer or its Representatives, on or after the Effective Date, together with
all notes, memoranda, summaries, analyses, compilations and other writings relating thereto that are prepared by Customer or its Representatives
that use, contain, or that incorporate any such information or data, including all copies, electronic or otherwise, and reproductions
thereof. Notwithstanding the foregoing, “Confidential Information” does not include information or data that Customer can
demonstrate: (i) was independently developed by Customer or its Representatives prior to its receipt of and without the benefit of the
Confidential Information; (ii) is or becomes available to Customer or the public, other than as a result of an act or omission by Customer
or its Representatives in breach of this Agreement; (iii) is or becomes available to Customer on a non-confidential basis from a source
other than Active Intelligence or any of its Representatives, so long as that source is not known to Customer to be bound by a confidentiality
obligation to Active Intelligence or its Affiliates; or (iv) was in Customer’s or its Representative’s possession prior to
its disclosure by Active Intelligence or any of its Representatives, provided that the source of such information was not known to Customer
to be bound by a confidentiality obligation, directly or indirectly, to Active Intelligence or its Affiliates.



 


		c.	“including” means “including, without limitation.”




 






     


     


    

 


		d.	“Person” means any natural person, business, corporation, company, association, limited liability company, partnership,
limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.



 


		e.	“Representatives” means the Affiliates, directors, officers, employees, members, agents, managers, attorneys, financial
advisors and accountants of a specified Person.



 


	2.	Scope of Services. Active Intelligence will provide services relating to the manufacturing, labeling, and/or packaging (the “Services”)
of products (the “Products”) as described in one or more Executed Order Confirmations (as hereinafter defined). Additional
Executed Order Confirmations will be added to this Agreement as separate attachments, which will be incorporated herein by reference,
to capture additional activities not captured in the original Order Confirmation. Customer acknowledges that Active Intelligence in its
sole discretion reserves the right to refuse to provide the Services for any of Customer’s proposed Products. As a point of clarification,
the Services of an Executed Order Confirmation include up to one (1) hour of time (the “Included Packaging Time Allotment”)
during which Active Intelligence will consult with Customer on the look, design, and/or feel of the packaging of the Products (“Packaging
Consultation”); Customer understands and agrees that any Packaging Consultation exceeding the Included Packaging Time Allotment
(i) constitutes a “Miscellaneous Cost” (as hereinafter defined), to be billed at Active Intelligence’s then-applicable
consultation rates and (ii) Customer will make payment to Active Intelligence for such Miscellaneous Cost per Section 6(a) below.



 


	3.	Order Confirmations. Customer will provide Active Intelligence with specifications for Customer’s desired Product (the “Specifications”),
which Active Intelligence will memorialize in an Order Confirmation, substantially in the form of the Order Confirmation attached hereto
as Exhibit A. If Customer agrees with the Order Confirmation, Customer will execute such Order Confirmation and return it to Active Intelligence.
In the event that Customer does not agree with the Order Confirmation, Customer may request changes to such Order Confirmation, and Active
Intelligence will provide Customer with a revised Order Confirmation setting forth such changes, including any changes to the Specifications
and associated costs and/or fees; this procedure will repeat until Customer agrees with the Order Confirmation. Once signed by Customer,
each Order Confirmation issued pursuant to this Agreement will become (i) an “Executed Order Confirmation” and (ii) binding,
except that the Anticipated Shipment Date specified in an Executed Order Confirmation may be moved ahead or back by Active Intelligence
as provided in Section 5 below. No work for an Executed Order Confirmation will commence until Active Intelligence has signed such Executed
Order Confirmation. To the extent there are any conflicts between the terms of any Executed Order Confirmation and the terms of this Agreement,
the terms of this Agreement will prevail and control.



 


	4.	Customer Raw Materials. In the event that Customer provides any raw materials to Active Intelligence for use under this Agreement
or an Executed Order Confirmation (“Customer Raw Materials”), such Customer Raw Materials will be delivered to Active Intelligence
(x) in sufficient time and sufficient quantities as to allow Active Intelligence to meet the Anticipated Shipment Date specified in the
applicable Executed Order Confirmation and (y) in the manner designated by Active Intelligence in the applicable Executed Order Confirmation.



 


	5.	Shipment. Each applicable Executed Order Confirmation will include shipping terms for the Products.
                               Customer will coordinate shipments of the Products from Active Intelligence. The Products will be packaged and shipped to the
                               address designated in an Executed Order Confirmation. Active Intelligence will use commercially reasonable efforts to have the
                               Products shipped on the Anticipated Shipment Date specified in the Executed Order Confirmation, but Customer understands and agrees
                               that Active Intelligence, in its sole discretion, may alter such Anticipated Shipment Date, in which event Active Intelligence will
                               promptly notify Customer of any change to the Anticipated Shipment Date. Title and risk of loss of Products will pass to Customer
upon delivery FOB at Active Intelligence’s plant to an agent of the Customer, including a common carrier. Customer is responsible
for all costs associated with shipment of the Products, and such costs are due to Active Intelligence as a condition precedent to Active
Intelligence initiating shipment of the Products to Customer.






 






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	6.	Fees & Costs.



 


		a.	Each Executed Order Confirmation will contain the applicable rates and amounts for full and complete compensation for performing the
Services for the Products under each such Executed Order Confirmation (the “Services Fee”), any Customization Costs, and any
Miscellaneous Costs (each term as described in such Executed Order Confirmation). Upon Customer’s delivery of an Executed Order
Confirmation to Active Intelligence, Customer will remit payment to Active



Intelligence in an amount equal to: (i) fifty (50)
percent of the Services Fee or by agreement; plus
(ii) the total of any Customization Costs; (iii) plus the total of any Miscellaneous Costs, with each of (i), (ii), and (iii) constituting
a non-refundable deposit (the “Non-Refundable Deposit”). In the event that Miscellaneous Costs or Customization Costs
are assessed after the submission of an Executed Order Confirmation to Active Intelligence, such Miscellaneous Costs or
Customization Costs will become immediately due and payable to Active Intelligence, and such Miscellaneous Costs or Customization
Costs will constitute part of the Non-Refundable Deposit.


 


		b.	Customer understands that Active Intelligence initiates arrangements to provide the Services upon its receipt of an Executed Order
Confirmation. Customer agrees that in the event of Customer’s termination of an Executed Order Confirmation, Active Intelligence
will (i) suffer damages on account of such termination in light of such arrangements, (ii) such damages are difficult to measure because
of their indefiniteness and uncertainty, (iii) the Non-Refundable Deposit is a reasonable estimate of the damages suffered by Active Intelligence,
and (iv) in addition to all other remedies it may have under this Agreement (including, without limitation, the EOC Termination Fee, as
defined in Section 9(c)), or at law and equity, Active Intelligence has the right to keep the Non-Refundable Deposit and any of the costs
and fees due to Active Intelligence under Section 9(c) as liquidated damages not as a penalty but to compensate Active Intelligence for
damages resulting from Customer’s termination.



 


		c.	The remaining fifty (50) percent of the Services Fee, plus any costs under Section 5 above, (collectively, the “Final Fees”),
are due to Active Intelligence as a condition precedent to the Products being shipped to Customer per Section 5 above. For the sake of
clarity, Active Intelligence will not commence any shipment of the Product per Section 5 above unless and until Active Intelligence receives
payment the Final Fees due to Active Intelligence under the applicable Executed Order Confirmation. Active Intelligence’s non-shipment
of any Products on account of Customer’s failure to remit the Final Fees to Active Intelligence under the applicable Executed Order
Confirmation will not relieve Customer of its payment obligations under such applicable Executed Order Confirmation or this Agreement.



 


	7.	Records and Release. Unless otherwise agreed to by the Parties in writing, after Active Intelligence completes an Executed Order Confirmation,
Active Intelligence will provide Customer with copies of the records for such Executed Order Confirmation routinely prepared in accordance
with Active Intelligence’s internal processes (the “Release Records”), which will include a shipping receipt and a certificate
of conformity. Customer understands that a certificate of analysis (a “COA”) is not included in the Release Records; at Customer’s
request and additional expense Active Intelligence will secure such COA for Customer, with such additional expense to constitute a Miscellaneous
Cost.



 


	8.	Acceptance. Customer will have thirty (30) days following Customer’s receipt of the Products
                                                                                                         and the Release Records (“Acceptance Period”) to ensure
that the Products meet the Specifications of the applicable Executed Order Confirmation. If Customer determines that any Products fail
to meet such Specifications, Customer will immediately notify Active Intelligence of such defects. If in Active Intelligence’s sole
discretion, the Products materially fail to meet such Specifications (the “Defective Products”), Active Intelligence will
promptly, at its own expense, replace the Defective Products with Products conforming to the Specifications under the applicable Executed
Order Confirmation.






 






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	9.	Term; Termination; Survival.



 


		a.	The term of this Agreement will commence on the Effective Date and continue for a period of one (1) year (the “Initial Term”),
unless terminated earlier as per below. After the Initial Term, this Agreement will continue for one (1) month intervals until terminated
as provided under this Agreement. The Initial Term and any subsequent continuation of the Agreement are referred to collectively as the
“Term.”



 


		b.	In the event an Executed Order Confirmation is still in effect upon the expiration of this Agreement for any reason, such Executed
Order Confirmation will remain in effect and will continue to be governed by the terms and conditions of this Agreement and such Executed
Order Confirmation until such Executed Order Confirmation has been completed. Customer remains responsible for all fees and costs associated
with any Executed Order Confirmation then in effect. Termination of (x) an Order Confirmation prior to it becoming an Executed Order Confirmation
or (y) an Executed Order Confirmation does not constitute termination of this Agreement or any other Executed Order Confirmation then
in effect.



 


		c.	In the event that Customer desires to cancel an Executed Order Confirmation, Customer is to submit notice of such cancellation to
Active Intelligence as soon as practicable in accordance with Section 16 below. Active Intelligence will stop work on such Executed Order
Confirmation upon its receipt of Customer’s notice of cancellation (an “EOC Cancellation Notice”). Customer will remain
obligated to pay any remaining portions of the Non-Refundable Deposit then unpaid, plus a pro rata portion of the Final Fees for all “work
in progress” completed prior to Active Intelligence’s receipt of such EOC Cancellation Notice (the “EOC Cancellation
Fee”); the EOC Cancellation Fee will be determined by Active Intelligence in its sole discretion, but in no event will the EOC Cancellation
Fee exceed the Final Fees that would otherwise be due to Active Intelligence. Customer will pay to Active Intelligence any remaining portion
of the Non-Refundable Deposit and the EOC Cancellation Fee within
thirty (30) days of Active Intelligence’s delivery of the EOC Cancellation Fee to Customer.






 


		d.	Either Party may terminate this Agreement at any time, with or without cause, by giving at least thirty (30) days prior written notice
to the other Party.



 


		e.	If one Party to this Agreement becomes insolvent, or a proceeding in bankruptcy, receivership or similar proceeding is filed involving
a Party during the Term (and such proceeding is not dismissed within ninety 90 days), this Agreement may be immediately terminated by
the other Party.



 


		f.	The termination or expiration of this Agreement or any Executed Order Confirmation will not relieve Customer of any amounts owing
hereunder or under any Executed Order Confirmation.



 


		g.	Termination of this Agreement for will be without prejudice to any rights of either Party (including without limitation any right
to receive payment) accrued by date of termination.




 






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		h.	The terms and conditions of Sections 6, 9, 10, 12, 13, 14, 15, 16, 17 will survive the expiration or termination of this Agreement
or an Executed Order Confirmation for any reason.



 


	10.	Customer IP. From time to time Customer may desire to provide Active Intelligence with Customer’s copyrighted works, trademarks,
trade names, trade labels, trade dress, or other intellectual property (collectively “Customer IP”) for Active Intelligence’s
use in providing the Services for the Products. In the event that Customer submits any such Customer IP to Active Intelligence for the
above purpose, Customer hereby grants to Active Intelligence, and Active Intelligence hereby accepts, a limited, non-exclusive, terminable license, to use Customer IP in
connection with Active Intelligence’s provision of the Services for the Products to Customer under the applicable Executed Order
Confirmation.






 


	11.	Packaging. All packaging of the Products must contain printed language that (i) warns of the dangers of the Products and (ii) gives
proper notice of the Products’ use (collectively, the “Packaging Print”). In the event that the Services of an Executed
Order Confirmation include the packaging of the Products, Customer will provide Active Intelligence with the Packaging Print for use in/on
such packaging. In the event that the Services do not include the packaging of the Products, Customer agrees to use Packaging Print in/on
the packaging it uses for the Products.



 


	12.	Active Intelligence Representations and Warranties



 


		a.	Active Intelligence represents and warrants that: (i) it has all required right, power and authority to enter into and perform its
obligations under this Agreement; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by Active
Intelligence and do not conflict with any agreement or instrument to which it is bound; (iii) this Agreement constitutes the legal, valid
and binding obligation of Active Intelligence, enforceable against it in accordance with the terms herein; (iv) the Services will be performed
in accordance with reasonable care and skill in accordance with generally accepted professional standards; and (v) it does not employ
child labor or workers younger than permitted by applicable law or utilize forced, prison, or indentured labor.



 


		b.	EXCEPT AS SET FORTH IN SECTION 12(A) ABOVE, Active Intelligence, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DO NOT MAKE, AND HEREBY
EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED
OR SATUTORY, WITH RESPECT TO THE PRODUCTS, THE SERVICES OR Active Intelligence’s PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION
THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS.



 


	13.	Customer Representations and Warranties. Customer represents and warrants that: (i) it has all
                                  required right, power and authority to enter into and perform its obligations under this Agreement; (ii) the execution, delivery,
                                  and performance of this Agreement have been duly authorized by Customer and do not conflict with any agreement or instrument to
                                  which it is bound; (iii) this Agreement constitutes the legal, valid and binding obligation of Customer, enforceable against it in
                                  accordance with the terms herein; (iv) any Customer IP provided to Active Intelligence under
this Agreement will not infringe the copyright, trademarks, or any other intellectual property right of any third party; (v) as between
itself and Active Intelligence, Customer is exclusively responsible for, and assumes full responsibility of, the combination, percentages,
and compatibility of any materials to be used in the Products, regardless of which Party supplies such materials; and (vi) Customer will
use Packaging Print in/on any packaging it uses for the Products per Section 11 above.



 






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	14.	Indemnification; Limitation of Liability.



 


		a.	To the fullest extent permitted by law, Active Intelligence agrees to defend, indemnify and hold Customer and its Affiliates, their
directors, officers, employees or agents harmless against all claims from third parties arising from any loss stemming from: (i) any breach
of its representations or warranties per Section 12(a); and (ii) the negligent or willful actions of Active Intelligence; except in each
case to the extent of the gross negligence or willful misconduct of Customer.



 


		b.	To the fullest extent permitted by law, Customer agrees to defend, indemnify and hold Active Intelligence and its Affiliates, their
directors, officers, employees or agents harmless against all claims from third parties arising from: (i) any breach of its representations
or warranties per Section 13; and (ii) the negligent or willful actions of Customer; except in each case to the extent of the gross negligence
or willful misconduct of Active Intelligence. Customer also agrees to defend, indemnify and hold Active Intelligence and its Affiliates,
their directors, officers, employees or agents harmless against all claims from third parties arising from out of the design, formulation,
or use by any third party of any Products produced by Active Intelligence under this Agreement.



 


		c.	One Party (the “Indemnified Party”) will notify the other Party (the “Indemnifying Party”) in writing promptly
upon receiving notification of any such suit or claim (except that failure to timely provide such notice will relieve the Indemnifying
Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); the Indemnifying
Party will defend such suit or claim on behalf of the Indemnified Party; the Indemnifying Party will have sole control over the defense
thereof and any related settlement negotiations; and the Indemnified Party will cooperate and, at the Indemnifying Party’s request
and expense, assist in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense
and any settlement discussions, and in any event, the Indemnifying Party will not settle any suit or claim without the prior written consent
of the Indemnified Party (such approval not to be unreasonably withheld).



 


		d.	The indemnification provided herein will survive any termination or expiration of this Agreement.



 


		e.	LIMITATION OF LIABILITY: EXCEPT FOR A BREACH OF SECTION 15 HEREUNDER, OR CUSTOMER’S PAYMENT OBLIGATIONS
UNDER SECTION 6 OR SECTION 9(C), OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR A PARTY’S INDEMNIFICATION OBLIGATIONS
HEREUNDER, NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, CONSEQUENTIAL DAMAGES (SPECIFICALLY EXCEPTING THOSE CONSEQUENTIAL
DAMAGES ARISING FROM EACH PARTY’S OBLIGATION TO INDEMNIFY THE OTHER FOR LIABILITY ARISING OUT OF OR RELATING TO THIRD PARTY CLAIMS
IN ACCORDANCE WITH THIS SECTION) INCIDENTAL, INDIRECT, SPECIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION 14 WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.



 


	15.	Confidential Information



 


		a.	From time to time under this Agreement, Active Intelligence may exchange and deliver its Confidential Information to Customer, or
Customer may otherwise become aware of Active Intelligence’s Confidential Information, and Active Intelligence desires to preserve
the confidentiality and/or proprietary status of such Confidential
Information. Customer agrees that all Confidential Information will be: (i) used by Customer solely for the purpose of discussing and
performing the Executed Order Confirmation or other terms of this Agreement with Active Intelligence and for no other purpose; (ii) kept
strictly confidential with the same care Customer uses for its own Confidential Information, which, in no event will be less than a reasonable
standard of care; and (iii) provided by Customer only to its Representatives who, in the reasonable opinion of Customer, require such
Confidential Information to discuss the Order Confirmation with Active Intelligence. If a disclosure of Confidential Information is made
to a Customer’s Representative per above, Customer agrees to inform such Representative of the confidential nature of such Confidential
Information and agrees to take all reasonably necessary steps to ensure that the confidentiality terms of this Agreement are not violated
by them. Customer further accepts responsibility for any breach of this provision of this Agreement by any of its Representatives. Customer
will restrict the dissemination of Confidential Information to as small a working group as practicable. All Confidential Information is
and will remain the property of Active Intelligence and will not be used by Customer or its Representatives for any purpose other than
as permitted under this Agreement. Customer acknowledges and agrees that neither Active Intelligence nor any of its Affiliates grants
any license or other property right or interest in, by implication or otherwise, any copyright, patent, trademark, mask work, database
or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised or contained in any Confidential
Information.




 






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		b.	In the event that Customer or any of its Representatives is requested or required to disclose any Confidential Information pursuant
to a judicial, regulatory, administrative civil investigative demand or other governmental or judicial body, to the extent permitted by
law, Customer will provide Active Intelligence with prompt written notice thereof so that Active Intelligence may seek an appropriate
protective order or other remedy protecting the Confidential Information from disclosure (and Customer and its Representatives will cooperate
with Active Intelligence in obtaining such protective order or other remedy).



 


		c.	Customer agrees that commencing as of the Effective Date and for a period of thirty-six (36) months thereafter Customer will not,
directly or indirectly, and will cause its Affiliates to not, directly or indirectly: (i) solicit or attempt to solicit any business from
any of Active Intelligence’s customers, prospects or vendors; (ii) recruit, solicit or hire any Active Intelligence employee, provided
that (a) compliance with Section 15(c)(i) will not prohibit Customer’s right to continue an existing relationship with Active Intelligence’s
customers, prospects or vendors so long as Customer does not use or refer to the Confidential Information in connection with, or in furtherance
of, the continuation of such relationship and (b) compliance with Section 15(c)(ii) will not prohibit a general solicitation to the public
or general advertising or similar methods of solicitation by Customer.



 


		d.	At any time upon Active Intelligence’s request, Customer and its Representatives, will promptly, either, return, destroy or
erase all Confidential Information and all embodiments thereof (including notes and abstracts) in its and its Representatives’ possession
or control and certify in writing, by an authorized Person with personal knowledge, that all such Confidential Information has been returned,
destroyed or erased. Notwithstanding the return, erasure or destruction of the Confidential Information, Customer and its Representatives
will continue to be bound by all confidentiality obligations hereunder with respect to all such Confidential Information.



 


		e.	Customer agrees that money damages will not be a sufficient remedy for a breach of the confidentiality provisions of this Agreement
and that Active Intelligence will be entitled to seek specific performance and injunctive or other equitable relief without the posting
of a bond or other security as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity. No failure
or delay by Active Intelligence in exercising any right, hereunder will operate as a waiver hereof, nor will any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.






 






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	16.	Notice. Unless otherwise specified under this Agreement, any notice required or permitted hereunder will be in writing and will be
deemed effectively given upon personal delivery, three days after deposit if sent by certified mail, postage prepaid, return receipt requested,
or the day after delivery to a recognized overnight courier, to the following addresses:



 


	If to Customer: Diomics Corporation	 	If to Active Intelligence:
	 	 	 
	22750 Ventura Blvd	 	Administrative Department
	Woodland
    Hills CA 91364	 	Active Intelligence, LLC
	attn Paul Wolff	 	100 Sweetree Street Cherryville, NC 28021



 


	17.	Miscellaneous.



 


		a.	Amendment and Waiver. This Agreement and any Executed Order Confirmation may be amended, modified or waived only by a separate written
instrument, duly agreed to and/or signed and delivered by/on behalf of both Parties, provided both Parties agree to such amendment, modification
or waiver in such email.



 


		b.	Governing Law; Resolution of Disputes. This Agreement will be governed by, and construed in accordance with, the laws of the State
of North Carolina without regard to the principles of conflicts of laws in any jurisdiction. The Parties agree to use good faith efforts
in negotiating any dispute, claim or controversy that may arise in connection with this Agreement. If such negotiations do not result
in a mutually agreeable resolution, the Parties agree to consent to binding arbitration administered by the American Arbitration Association
(or by another arbitration association as mutually agreed upon by the Parties), with one arbitrator in Charlotte, NC with North Carolina
choice of law.



 


		c.	Counterparts. This Agreement and any Executed Order Confirmation may be signed in any number of counterparts (including by fax and
PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together will
be deemed an original of this Agreement or Executed Order Confirmation as the case may be.



 


		d.	Assignment. Customer may not assign this Agreement or the rights and obligations hereunder without the prior written consent of Active
Intelligence. Any purported assignment without such consent will be void and unenforceable. Active Intelligence may freely assign its
rights and obligations under this Agreement to its successor in interest at any time. Subject to the limits on assignment stated above,
this Agreement will be binding upon and will insure to the benefit of the Parties hereto and each of their respective successors and permitted
assigns.



 


		e.	Force Majeure Event. If either Party is unable to perform any obligation (excluding any payment obligation) under this Agreement or
any Executed Order Confirmation because of any matter beyond that Party’s reasonable control, such as lightning, flood, exceptionally
severe weather, fire, explosion, war, civil disorder, denial of service attacks, industrial disputes (whether or not involving employees of either Party)
or acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either
Party (each, a “Force Majeure Event”), that Party will have no liability to the other for such failure to perform; provided,
however, that such Party will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If the
Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the applicable Executed Order Confirmation
by delivery of notice to the other. Customer will remain responsible for all costs and fees incurred through the date of termination.




 






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		f.	Independent Contractor. Customer and Active Intelligence are independent contractors of on another and this Agreement will not be
construed to create any association, partnership, joint venture, employee, or agency relationship between Customer and Active Intelligence
for any purpose.



 


		g.	Entire Agreement; Severability. This Agreement and any Executed Order Confirmation, constitutes the entire agreement between the Parties,
and supersedes all prior and contemporaneous agreements, understandings and negotiations, with respect to the subject matter hereof. In
the event any provision of this Agreement or an Executed Order Confirmation is determined to be invalid or unenforceable, it is the desire
and intention of the Parties that such invalidity or unenforceability not invalidate or render unenforceable the remainder of the Agreement
or the Executed Order Confirmation and that such provision be reformed and construed in such a manner that it will, to the maximum extent
practicable, be deemed valid and enforceable, and the rights and obligations of the Parties will be construed and enforced accordingly.



 


		h.	Change Control. “Change” means any change to the Services that (i) would modify or alter the delivery of the Services
or the composition of the Services, (ii) would alter the cost to Customer for the Services, or (iii) is agreed by Customer and Active
Intelligence in writing to be a Change. From time to time during the term of the Services, Customer or Active Intelligence may propose
Changes to the Services. Any Change to the applicable Order Confirmation shall be: (i) approved by both Active Intelligence and Customer,
(ii) executed by an authorized representative of Customer and Active Intelligence, and (iii) memorialized in a change order (“Change
Order”) or other written amendment that specifically identifies the portion of the Order Confirmation that is the subject of the
modification or amendment, and the changed or new provision.



 


		i.	Exclusive Manufacturer. Subject to the terms and conditions of this Agreement, Active Intelligence shall be the exclusive manufacturer(s)
of commercial batches of the Diomics Diocheck Monolithic Style Transdermal/Topical Patch after the Effective Date.




 






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IN WITNESS WHEREOF, the Parties have executed this Services
Agreement as of the Effective Date.


 


Active Intelligence, LLC


 


	By:	/s/ Tyler Overk	 	Name: 	Tyler Overk
	Title:	Managing Partner	 	October 4th, 2021



 


CUSTOMER


 


	By:	/s/ Paul Wolff	 	Name: 	Paul Wolff
	Title:	President COO	 	October 4th, 2021



 




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EXHIBIT A – ORDER CONFIRMATION


(Example)