CERTAIN
INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2)
WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


Exhibit
10.4


 


INVOCELL
SUPPLY AGREEMENT


 


This
INVOCELL SUPPLY AGREEMENT (this “Agreement”)
is made and entered into effective as of June 28, 2021 (the “Effective Date”) by and between INVO Bioscience Inc.,
a Nevada corporation (“INVO Bioscience”) and Bloom INVO LLC, a Delaware limited liability company (“Manager”).
INVO Bioscience and Manager may be referred to individually as a “Party” and together as the “Parties.”
Capitalized terms not defined herein shall have the meaning set forth in that certain JV Agreement (defined below).


 


RECITALS


 


WHEREAS,
INVO Bioscience is a medical device manufacturer focused on creating simplified, lower cost treatments for patients diagnosed with infertility,
using a patented medical device (the “INVOcell”) and a revolutionary in vivo method of vaginal incubation (the
“INVO Procedure”) that offer patients a more natural and intimate experience. The INVOcell, the INVO Procedure and
related devices and supplies created by INVO Bioscience are collectively referred to as the “Products”. The Products
and the INVO Procedure are collectively referred to as the “INVO Technologies”; and


 


WHEREAS,
INVO Bioscience is an Affiliate of INVO Centers, LLC (“INVO”), a Delaware limited liability company; and


 


WHEREAS,
pursuant to that certain Joint Venture Agreement (the “JV Agreement”), dated as of the Effective Date, by and between
INVO and Bloom Fertility, LLC (“Provider”), INVO and Provider will establish Manager as a joint venture for purposes
of (i) assisting Provider in establishing a fertility center that will offer the INVO Technologies, along with related procedures (the
“INVO Clinic”), and (ii) providing comprehensive management services to the INVO Clinic pursuant to that certain Management
Services Agreement, dated as of the Effective Date, by and between Manager and Provider (the “MSA”); and


 


WHEREAS,
subject to the terms set forth in this Agreement, the JV Agreement, the MSA, and that certain Distribution Agreement, dated November
12, 2018, by and among Ferring International Center S.A., INVO Bioscience and Bio X Cell, Inc., as amended, INVO Bioscience and Manager
desire that INVO Bioscience serve as Manager’s exclusive supplier of the Products to be used at the INVO Clinic;


 




    	1 



     


    

 


AGREEMENT


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and on the terms and subject to the conditions
herein set forth, the parties, intending to be legally bound, hereby agree as follows:


 


	1.	Purchase
                                            Orders. The Manager will order Products from INVO Bioscience and INVO Bioscience will
                                            sell Products to the Manager pursuant to the terms and conditions contained in this Agreement.
                                            In the event of a conflict between the terms of a purchase order and the terms of this Agreement,
                                            the terms of this Agreement will control. Each confirmed purchase order will be an agreement
                                            between the Manager and INVO Bioscience for the delivery of Products in multiples of six
                                            (6) units and in accordance with this Agreement. The terms and conditions of sale may be
                                            amended with the prior written agreement of the parties.



 


	2.	INVO
                                            Bioscience Representations and Warranties. INVO Bioscience represents and warrants that
                                            it has the full right, power, and authority to execute and deliver this Agreement and the
                                            other agreements contemplated hereby to which it is signatory, and to consummate the transactions
                                            contemplated hereby and thereby. All acts and other proceedings required to be taken by INVO
                                            Bioscience in order to enable INVO Bioscience to carry out this Agreement and the transactions
                                            contemplated hereby have been taken.



 


	3.	Price.
                                            The price payable by the Manager for each Product purchased from INVO Bioscience will be
                                            as follows (the “Prices”):



 


	 	Product	Part
    #	Price	 
	 	INVOcell	FG-002	$[***]	 
	 	The
INVOcell is a single use three-part sterile assembly enclosed in two separate packages. Package 1 contains the inner chamber. Package
2 contains the top and bottom parts of the outer rigid shell.

     
	 
	 	INVOcell
    Retention Device	P-011	$[***]	 
	 	The
    INVOcell retention device is a specially designed single use retention device that supports the retention of the INVOcell within
    the vaginal cavity.	 





 


Prices
do not include handling, shipping and insurance charges, nor any taxes, such as property, sales, use, or similar taxes. The payment of
the full amount of all such fees, charges and/or taxes will be the responsibility of the Manager. If INVO Bioscience is required to collect
or pay any such fees, charges or taxes, the amounts so paid or collected will be billed to and reimbursed by the Manager. The Manager
will provide INVO Bioscience with appropriate sales tax exemption certificate numbers and forms along with other documentation satisfactory
to the applicable taxing authorities to substantiate any claim of exemption from any such fees, charges or taxes.


 


	4.	Payment
                                            Terms and Taxes. At the time of shipping the Products to the Manager, INVO Bioscience
                                            shall invoice the Manager for the Products included in such shipment. The Manager shall pay
                                            each such invoice within thirty (30) days after the date thereof. The Manager shall make
                                            all payments in immediately available funds by wire transfer to such account as INVO Bioscience
                                            designates for such purpose. Failure to make any payment when due will be deemed a material
                                            breach of this Agreement and will entitle INVO Bioscience to penalty interest on overdue
                                            payments at the rate of one and one half percent (1.5%) per month. The Manager shall pay
                                            all sales, use and transfer taxes and other charges arising out of the purchase and sale
                                            of the Products. INVO Bioscience shall not be responsible for any business, occupation, withholding
                                            or similar tax, or any taxes of any kind, relating to the purchase and sale of the Products.



 




    	Page 2 of 9



     


    

 


	5.	INVO
                                            Bioscience Remedies. In addition to any other legal or equitable remedies INVO Bioscience
                                            may have, INVO Bioscience reserves the right to refuse to accept or to cancel any orders
                                            placed by the Manager and accepted by INVO Bioscience, or to refuse or delay shipment, if
                                            the Manager (i) fails to make any payment as provided for in this Agreement or an INVO Bioscience
                                            invoice, and/or (ii) otherwise fails to comply with the terms and conditions of this Agreement.



 


	6.	Risk
                                            of Loss and Title to Products. Risk of loss or damage and Title to the Products will
                                            pass to the Manager when Products are loaded for shipment at the INVO Bioscience facility,
                                            and INVO Bioscience will have no further responsibility for any damages or losses to the
                                            Products, except when a defect is discovered upon opening a Product for immediate use. In
                                            such an event, INVO Bioscience will be responsible to replace any Product deemed defective
                                            or contaminated; provided, however, that such Product is deemed defective during its recommended
                                            shelf life. INVO Bioscience and the Manager will work together to obtain insurance from an
                                            insurance company satisfactory to INVO Bioscience covering the Products in the amount equal
                                            to the order price. Unaccounted for units, not returned for any reason, will be charged the
                                            full order price per this Agreement or any purchase order.



 


	7.	Discontinued
                                            Licensing and Distribution. INVO Bioscience reserves the right to discontinue the distribution
                                            of any Products at any time due to malpractice, misuse, or malfeasance by Manager and to
                                            cancel any orders for discontinued Products, without liability of any kind to the Manager
                                            or to any other person; provided, however, that INVO Bioscience shall provide
                                            a comparable replacement of any discontinued Product. No such cancellation, refusal or delay
                                            will be considered to be a termination or breach of this Agreement by INVO Bioscience.



 


	8.	Changes
                                            to Products. It is understood that the basic specifications of any Product may be modified
                                            by INVO Bioscience. INVO Bioscience will notify the Manager of significant changes in specifications
                                            that will alter the use or handling of the Product.



 


	9.	No
                                            Repackaging, Resale or Relabeling. All shipments of the products purchased by the Manager
                                            will be used by the Manager in their original configuration including the original labels
                                            provided by INVO Bioscience and only for providing fertility and reproductive medical services
                                            at the INVO Clinic. The Manager shall not resell any Product.



 


	10.	Advertising;
                                            Promotional Materials. The Manager shall not use any advertising or promotional materials
                                            to promote the Products or any packaging that has not been approved in advance and in writing
                                            by INVO Bioscience. The Manager shall ensure that any social media accounts used to promote
                                            the Products shall contain only promotional information and product labeling that is in compliance
                                            with current local market regulations. INVO Bioscience may request that the Manager alter
                                            its advertising, promotional materials and/or social media content, and the Manager will
                                            comply with all such requests at its sole expense.



 




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	11.	Cooperation
                                            with Recall. If INVO Bioscience, or one of INVO Bioscience’s suppliers, institutes
                                            a recall or notification campaign, or similar program, with respect to any one of the Products,
                                            the Manager will assist INVO Bioscience in any and every way necessary to comply with the
                                            terms and goals of such campaign or program.



 


	12.	Limited
                                            Warranty. INVO Bioscience agrees to warrant the Products to the Manager in accordance
                                            with its limited warranty in effect at the time of shipment. INVO Bioscience’s limited
                                            warranty may be changed by INVO Bioscience at any time in its sole discretion upon thirty
                                            (30) days’ written notice to the Manager. INVO BIOSCIENCE WILL HAVE NO LIABILITY TO
                                            THE MANAGER, ITS PATIENTS OR OTHER THIRD PARTIES FOR CLAIMS OR DAMAGES OF ANY KIND, INCLUDING
                                            INCIDENTAL OR CONSEQUENTIAL DAMAGES, OTHER THAN AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
                                            No employee, agent or representative of INVO Bioscience has the authority to bind INVO Bioscience
                                            to any oral representation or warranty concerning any Product. Any oral representation or
                                            warranty made prior to the purchase of any Product and not set forth in writing and signed
                                            by a duly authorized officer of INVO Bioscience shall not be enforceable by the Manager.
                                            INVO Bioscience makes no warranty and shall have no obligation with respect to expendable
                                            or consumable parts and supplies or with respect to damage caused by or resulting from accident,
                                            misuse, neglect or unauthorized installation, alterations or repairs to the Products.



 


INVO
Bioscience warrants to the Manager (purchaser of the product) for ninety (90) days from receipt of the Products, if used as authorized
in accordance with INVO Bioscience specifications, that the Products will not have significant defects in materials or workmanship that
make the Product unusable. If the Product is deemed unusable or defective it will be replaced by INVO Bioscience. INVO Bioscience makes
no warranty or representation that the Products will meet any customer-specific requirements. INVO Bioscience makes no warranty, implied
or otherwise, regarding the performance or reliability of any third-party products such as culture medium. This limited warranty does
not cover damage of any sort resulting from, but not limited to, accidents, improper storage, improper operation, alterations, tampering,
abuse, neglect, fire, flood, war, or acts of God. Additionally, this limited warranty does not cover unintended use, failure to follow
instructions for use (“IFU”), re-use, modification to the Products or INVO Procedure or unauthorized repair/modification
of the Products. INVO BIOSCIENCE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES
OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.


 


	13.	Warranty
                                            Return Procedures. The Manager shall be responsible for all communication concerning
                                            warranty claims, maintenance and support requests. The Manager shall comply with INVO Bioscience’s
                                            current Product return procedure, which INVO Bioscience may change from time to time. This
                                            procedure is called the “return material authorization” (“RMA”)
                                            procedure. At its option, INVO Bioscience shall replace defective Product(s) that are covered
                                            by INVO Bioscience’s limited warranty and returned in accordance with INVO Bioscience’s
                                            RMA procedure or provide a refund of the price paid to INVO Bioscience for such Product.
                                            INVO Bioscience shall pay all taxes, freight charges and other charges on shipments to the
                                            Manager of the returned and replaced Product(s) under warranty. Products that INVO Bioscience
                                            determines are not defective, not under warranty or not returned in compliance with INVO
                                            Bioscience’s RMA procedure shall be returned to the Manager and the Manager shall pay
                                            all freight, insurance, taxes and other charges related to these Products. It is the Manager’s
                                            responsibility to manage its inventory of INVO Bioscience Products. Any Products that exceed
                                            the expiration date (shelf life) may be used for demonstration purposes and training only.



 




    	Page 4 of 9



     


    

 


	14.	Indemnification.



 


		14.1.	The
                                            Manager will defend, indemnify and hold harmless INVO Bioscience, its officers, directors,
                                            their successors, representatives and assigns, and INVO Bioscience affiliated companies against
                                            any and all liability, claims, causes of action, suits, damages and expenses (including reasonable
                                            attorneys’ fees and expenses), which they, or any of them are or become liable for,
                                            or may incur, or be compelled to pay by reason of any acts, arising from Manager’s
                                            breach of this Agreement. Manager releases INVO Bioscience and its affiliated companies from
                                            any direct, collateral, incidental or consequential damages, whether for personal injury
                                            or property damage, in connection with the Manager’s or such other persons’ use
                                            or other disposal of any Product, except for such damages as are covered by insurance.



 


		14.2.	INVO
                                            Bioscience will defend, indemnify and hold harmless the Manager, its officers, directors,
                                            their successors, representatives and assigns, and Manager affiliated companies against any
                                            and all liability, claims, causes of action, suits, damages and expenses (including reasonable
                                            attorneys’ fees and expenses), which they, or any of them are or become liable for,
                                            or may incur, or be compelled to pay by reason of any acts, arising from INVO Bioscience’s
                                            breach of this Agreement. INVO Bioscience releases the Manager and its affiliated companies
                                            from any direct, collateral, incidental or consequential damages, whether for personal injury
                                            or property damage, in connection with INVO Bioscience’s or such other persons’
                                            sale or other disposal of any Product, except for such damages as are covered by insurance.
                                            The Manager will not be liable to INVO Bioscience for any claim arising from or based upon
                                            the manufacture of the INVOcell. INVO Bioscience will not be liable to the Manager for any
                                            claim arising from or based upon the combination or use of any Product with other products
                                            not supplied by INVO Bioscience, or arising from any alteration, modification or misuse by
                                            the Manager or others of Products or by an error committed during an INVO Bioscience procedure.



 


		14.3.	The
                                            provisions of this Section 13 will survive the termination of this Agreement.



 


	15.	Technical
                                            Information. INVO Bioscience will furnish to the Manager technical information to assist
                                            the Manager in the use of the Products. The Manager acknowledges that all technical and commercial
                                            information and know-how (collectively, considered “Confidential Information”
                                            under the terms of this Agreement, the NDA and the documents contemplated in this Agreement)
                                            furnished by INVO Bioscience and its affiliated companies to the Manager during the term
                                            of this Agreement is proprietary and is of a highly confidential and secret nature.



 




    	Page 5 of 9



     


    

 


	16.	Term
                                            and Termination:



 


		16.1.	Term.
                                            The Term of this Agreement shall begin on the Effective Date and be co-terminus with the
                                            term of the MSA.



 


		16.2.	Automatic
                                            Termination. This Agreement will terminate automatically upon expiration or termination
                                            of the MSA.



 


		16.3.	Termination
                                            By Either Party. This Agreement may be terminated by (i) mutual written agreement of
                                            the Parties; (ii) by either Party immediately upon the filing of a petition in bankruptcy
                                            or the insolvency of the other Party, or if the other Party makes an assignment for the benefit
                                            of its creditors, or has a receiver appointed for it or for any of its properties; or (iii)
                                            by either Party, upon thirty (30) days advance written notice of a breach of any material
                                            provision of this Agreement by the other Party which is not cured within thirty (30) days
                                            after written notice is given, provided that such breach continues for a period of thirty
                                            (30) days after written notice is given by the non-breaching Party to the other Party. If
                                            this Agreement is terminated by INVO Bioscience due to a material breach by Manager pursuant
                                            to the foregoing sub-section (iii), then INVO Bioscience will have the right to withhold
                                            payment of any amounts owed by INVO Bioscience under this Agreement as a set-off against
                                            any damages, including fines and attorneys’ fees that INVO Bioscience incurs as a result
                                            of Manager’s default.



 


		16.4.	Termination
                                            Due to Change in Law. If there is a change in applicable country statutes, local statutes,
                                            case law, administrative interpretations, regulations or general instructions, the adoption
                                            of new federal or local legislation, or a change in any third-party reimbursement system,
                                            any of which are reasonably likely to materially and adversely affect the manner in which
                                            either Party may perform or be compensated under this Agreement or which shall make this
                                            Agreement or any related agreements unlawful or unenforceable, or which would be reasonably
                                            likely to subject either Party to this Agreement, or any member, manager, officer, director,
                                            employee, agent or affiliated organization to any civil or criminal penalties or administrative
                                            sanctions, the Parties shall immediately use their best efforts to enter into a new service
                                            arrangement or basis for compensation for the services furnished pursuant to this Agreement
                                            that complies with the applicable laws, regulations, or policies, or which eliminates the
                                            possibility of any penalties, sanctions or unenforceability, and that approximates as closely
                                            as possible the economic position of the Parties prior to the change.



 




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		16.5.	Obligations
                                            Upon Termination. The expiration or termination of this Agreement will not affect any
                                            existing obligation of either Party with respect to monies already owed or to Confidential
                                            Information. Immediately upon expiration of termination of this Agreement, Manager will have
                                            the right to return its remaining inventory of Products, subject to the terms and conditions
                                            of this Agreement; provided that if requested in writing by INVO Bioscience, Manager
                                            must, within thirty (30) days, return all unused Products in its inventory. Only if this
                                            Agreement expires or is terminated as contemplated by this Section, INVO Bioscience
                                            will refund Manager within thirty (30) days of receipt of such returned inventory the purchase
                                            price paid for such Products that is in excess of any and all amounts due INVO Bioscience
                                            under this Agreement or otherwise, provided that such Products are in the same condition
                                            as shipped by INVO Bioscience to Manager. Further, the termination or expiration of this
                                            Agreement will operate as a cancellation, as of the date of the termination, of all orders
                                            which have not been shipped by INVO Bioscience to Manager, thereafter, INVO Bioscience not
                                            be obligated to fill such orders. Manager will be not be obligated to take any orders that
                                            have not been shipped, but will be required to pay for all Products shipped prior to delivery
                                            of notice of termination, that are not returned as described herein. Within thirty (30) days
                                            after the date of termination or expiration of the Agreement, Manager will pay all outstanding
                                            invoices and deliver to INVO Bioscience any and all other sums due INVO Bioscience from Manager
                                            under this Agreement and will return to INVO all Confidential Information belonging to, along
                                            with any and all sales aids which INVO Bioscience may have supplied to Manager under this
                                            Agreement. Finally, subject to Section 13.2 above, upon termination or expiration,
                                            the Parties agree that INVO Bioscience shall have no obligation whatsoever to reimburse or
                                            otherwise compensate Manager, in whole or in part, for the capital or labor investment undertaken
                                            in connection with the storage or utilization of the Products, including without limitation
                                            its investment in personal or real property or any improvements thereto, any personnel employed
                                            by Manager engaged in the use, handling, storage or utilization of the Products, for advertising,
                                            promotion or marketing efforts undertaken in connection with the Products, or to compensate
                                            or indemnify Manager in any other way whatsoever, including without limitation on account
                                            of the loss of prospective profits on sales or commitments in connection with the business
                                            or goodwill of Manager. Manager acknowledges that (i) Manager has no expectation and has
                                            received no assurances that its business relationship with INVO Bioscience will continue
                                            beyond the stated term of this Agreement or its termination in accordance with the terms
                                            of this Agreement, and (ii) Manager will not have or acquire any vested, proprietary or other
                                            right in the promotion of the Products or in any goodwill created by its efforts under this
                                            Agreement. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT
                                            FOR INVO BIOSCIENCE TO ENTER INTO THIS AGREEMENT AND THAT INVO BIOSCIENCE WOULD NOT HAVE
                                            ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY OUTLINED IN THIS SECTION.



 




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		17.	Miscellaneous:



 


		17.1.	Notices.
                                            Any notice regarding this Agreement should be in writing and should be sent by registered
                                            or certified mail, postage prepaid, to the party notified, addressed to the party at its
                                            address outlined below, or any updated address that a party may have submitted in writing
                                            to the other Party:



 


	 	INVO
    Bioscience:	INVO
    Bioscience, Inc.
	 	 	Attn:
    Chief Financial Officer
	 	 	5582
    Broadcast Court
	 	 	Sarasota,
    FL 34240
	 	 	legal@invobio.com
	 	 	 
	 	Manager:	Bloom
    INVO LLC
	 	 	Attn:
    Chief Financial Officer
	 	 	5582
    Broadcast Court
	 	 	Sarasota,
    FL 34240
	 	 	legal@invobio.com


 


		17.2.	Entire
                                            Agreement; Modifications. This Agreement, including exhibits, forms the entire Agreement
                                            and understanding between the parties regarding this Product supply relationship. This Agreement
                                            may only be amended in writing signed by duly authorized representatives of both parties.



 


		17.3.	Applicable
                                            Law. This Agreement (including any claim or controversy arising out of or relating to
                                            this Agreement) shall be governed by and construed in accordance with the laws of the State
                                            of Delaware, without regard to conflict of law principles that would result in the application
                                            of any law other than the laws of the State of Delaware.



 


		17.4.	Assignability;
                                            Successors and Assigns. This Agreement and the rights and obligations of Manager outlined
                                            in this Agreement are not assignable by Manager, by operation of law or otherwise, without
                                            the prior written consent of INVO Bioscience. Any attempted assignment in violation of this
                                            Section 16.4 will be considered void. INVO Bioscience will have the right, without
                                            notice to Manager, to assign all or any part of its rights and obligations under this Agreement,
                                            but only to one of an Affiliate. It is expressly agreed that this Agreement will be binding
                                            on and will benefit the successors and permitted assigns of the parties.



 


		17.5.	Waiver.
                                            The failure of either party at any time to require performance by the other party of any
                                            provision in this Agreement will not affect the full right to require such performance at
                                            a future date, and a waiver of any one breach should not be considered a waiver of any other
                                            breaches.



 


[Remainder
of Page Intentionally Left Blank]


 




    	Page 8 of 9



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this INVOCELL Supply Agreement to be executed by their duly authorized respective officers as
of the Effective Date.


 


	INVO
    BIOSCIENCE, INC., a	 	BLOOM
    INVO LLC, a Delaware
	Nevada
    corporation	 	limited
    liability company
	 	 	 	 	 
	By:	/s/
    Steven Shum	 	By:	/s/
    Sue Ellen Carpenter
	Name:	Steven
    Shum	 	Name:	Sue
    Ellen Carpenter, M.D.
	Title:	Chief
    Executive Officer	 	Title:	Chief
    Executive Officer


 




    	Page 9 of 9