Exhibit
10.1


 


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.


 





INVOCELL
SUPPLY AGREEMENT


 


This
INVOCELL SUPPLY AGREEMENT (this “Agreement”)
is made and entered into effective as of November 29, 2021 (the “Effective Date”) by and between INVO Bioscience Inc.,
a Nevada corporation (“INVO”), FIV Marbella SL, a Spanish limited company (“OVO Clinic”) and OVAVIT
SL a Spanish limited company (“OVO Bank” and, together with OVO Clinic, “OVO”). INVO, OVO Clinic,
OVO Bank and OVO may be referred to herein individually as a “Party” and together as the “Parties.


 





AGREEMENT


 


	1.	Purchase
    Orders. OVO Clinic will order Products from INVO and INVO will sell Products to OVO Clinic pursuant to the terms and conditions
    contained in this Agreement. Each confirmed purchase order for the delivery of Products will be in multiples of six (6) units
	 	 
	2.	Products
    and Prices. Current Products are listed in the table below. Any new or updated Products may be added to the table below by agreement
    in writing amongst the Parties.


 


The
price payable by OVO Clinic for each Product purchased from INVO will be as follows (the “Price”):


 








	Product	 	 	Part #	 	 	 	Price	 
	INVOcell	 	 	FG-002	 	 	$	 [***]	 









 


The
INVOcell is a single use three-part sterile assembly.


 


Each
purchase of 30 INVOcell devices on one purchase order you will receive one box Free of Charge. This equates to each INVOcell costing
€[***] each.


 





	INVOcell
    Retention Device	 	P-011	 	Included


 


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, any taxes, such as business, occupation, withholding, property, sales, use,
transfer, or similar taxes, and other charges arising out of the purchase and sale of the Products. The payment of the full amount of
all such fees, charges and/or taxes will be the responsibility of OVO Clinic. If INVO 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 OVO Clinic. OVO Clinic will provide INVO 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.


 




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	3.	Payment
    Terms. At the time of shipping the Products to OVO Clinic, INVO shall invoice OVO Clinic for the Products included in such shipment.
    OVO Clinic shall pay each such invoice within thirty (30) days after the date thereof. OVO Clinic shall make all payments in immediately
    available funds by wire transfer to such account as INVO designates for such purpose. Failure to make any payment when due will be
    deemed a material breach of this Agreement
	 	 
	4.	INVO
    Remedies. In addition to any other legal or equitable remedies INVO may have, INVO reserves the right to refuse to accept or
    to cancel any orders placed by OVO Clinic and accepted by INVO, or to refuse or delay shipment, if OVO Clinic (i) fails to make any
    payment as provided for in this Agreement or an INVO invoice, and/or (ii) otherwise fails to comply with the terms and conditions
    of this Agreement.
	 	 
	5.	Risk
    of Loss and Title to Products. Risk of loss or damage and title to the Products will pass to OVO Clinic when Products are loaded
    for shipment at the INVO facility, and INVO 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 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 and OVO Clinic will work together to obtain insurance from an insurance company satisfactory to INVO covering the Products in
    the amount equal to the order price. Unaccounted for Products, not returned for any reason, will be charged the full order price
    per this Agreement or any purchase order.
	 	 
	6.	Cooperation
    with Recall. If INVO, or one of INVO’s suppliers, institutes a recall or notification campaign, or similar program, with
    respect to any one of the Products, OVO Clinic will assist INVO in any and every way necessary to comply with the terms and goals
    of such campaign or program.
	 	 
	7.	INVO
    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.
	 	 
	8.	Exclusivity.


 


	 	8.1.	Subject
    to all the terms and conditions of this Agreement (including the attached exhibits), INVO hereby grants OVO Clinic the exclusive
    right to acquire the Products to perform IVC Procedures in the OVO Regions as defined in Exhibit B attached hereto for the
    Initial Term (as defined below).
	 	 	 
	 	8.2.	INVO
    retains the right to sell Products in the INVO Regions as defined in Exhibit B attached hereto.
	 	 	 
	 	8.3.	To
    maintain exclusivity over Products in the OVO Regions, in addition to meeting the payment obligations described in this Agreement,
    OVO agrees to meet the obligations listed in Exhibit C attached hereto.


 




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	9.	Term
    and Termination:


 


	 	9.1.	Term.
    The Term of this Agreement shall begin on the Effective Date and continue for an initial term of three (3) years (the “Initial
    Term”) and will automatically renew for additional one (3) year term (with the Initial Term, the “Term”)
    unless INVO or OVO Clinic provide thirty (30) days advanced written notice of termination.
	 	 	 
	 	9.2.	Early
    Termination. This Agreement may be terminated by (i) mutual written agreement of the Parties; (ii) by INVO or OVO Clinic with
    30 day written notice (iii) by INVO or OVO Clinic immediately upon the filing of a petition in bankruptcy or the insolvency of either
    INVO or OVO Clinic, or if either INVO or OVO Clinic makes an assignment for the benefit of its creditors, or has a receiver appointed
    for it or for any of its properties.


 


	 	9.3.	Obligations
    Upon Termination. The expiration or termination of this Agreement will not affect any existing obligation of the Parties with
    respect to monies already owed or to Confidential Information. Immediately upon expiration or termination of this Agreement, OVO
    will have the right to return its remaining inventory of Products, subject to the terms and conditions of this Agreement; provided,
    however, that if requested in writing by INVO, OVO Clinic must, within thirty (30) days, return all unused Products in its inventory.


 


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


 


	INVO
    BIOSCIENCE, INC., a	 	 	 
	Nevada
    corporation	 	FIV
    MARBELLA SL, a Spanish Limited Company
	 	 	 	 	 
	By:	/s/
    Michael Campbell	 	By:	         
	Name:	Michael
    Campbell	 	Name:	 
	Title:	Chief
    Operating Officer	 	Title:	 


 


	 	OVAVIT
    SL, a Spanish Limited Company
	 	 	 
	 	By:
    	     
	 	Name:	 
	 	Title:	 


 




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EXHIBIT
A


 


INVO
Trademarks and Branding


 


	1.	Registered
    Trademarks.


 


INVOcell®


INVO®


INVO
Bioscience®


INVO
Center®


 


	2.	Branding.


 


The
official names of the IVC Procedure and offering are:


 


A
more natural treatment option


A
Simpler Way to Life


Life
Begins Within


 


INVO
is redefining in-vitro fertilization (IVF) as in-vivo fertilization, or intravaginal culture (IVC).


 


In
describing the IVC Procedure, the wording should include:


 


	 	●	vaginal
    incubation;
	 	●	intravaginal
    culture (IVC);
	 	●	in-vivo
    incubation; and/or
	 	●	in-vivo
    fertilization.


 




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EXHIBIT
B


 


Exclusivity
Regions


 


	1.	OVO
    Regions


 





	 	●	All
    regions in Spain other than those noted in (2) below in this Exhibit B


 


	2.	INVO
    Regions


 





	 	●	Cataluña


 




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EXHIBIT
C


 


Exclusivity
Obligations


 





	1.	Clinical.





 


	 	●	OVO
    Clinic will offer the INVOcell and IVC Procedure to all its patients.
	 	●	OVO
    Clinic will become an INVO “center of excellence” including:



 


	 	○	Establishment
    of OVO Clinic’s Marbella location as a training facility;



 


	 	●	Subject
    to patient health information rules and regulations (“PHI”), OVO Clinic will share with INVO all patient data
    for OVO Clinic patients that opt for the IVC Procedure.
	 	●	Subject
    to PHI, OVO Clinic agrees that INVO may utilize such patient data for scientific and commercial purposes.


 


	2.	Marketing.





 


	 	●	Subject
    to the terms of this Agreement, OVO Clinic will use content provided by INVO on the INVOcell and IVC Procedure in all its patient
    education materials.
	 	●	Subject
    to the terms of this Agreement, OVO Clinic will add “An INVO Center” on marketing material it uses to promote INVOcell
    and the IVC Procedure.


 


	3.	Commercial/Business
    Development.





 


	 	●	OVO
    Bank will provide introductions for INVO to all its fertility clinic customers across the European Union, as follows:


 


	 	○	OVO
    Bank’s introduction activities will be agreed to in advance with INVO;
	 	○	OVO
    Bank will share a list of its fertility clinic customers so that OVO Bank and INVO may create a priority list for introductions;


 


	 	●	Promptly
    after the Effective Date, OVO Clinic and INVO will enter into discussions on the potential development of a fertility clinic that
    will focus primarily around the INVOcell and the IVC Procedure (the “INVO Center”) to be based in Tangier, Morocco.
    If feasible on mutually agreeable terms, INVO and OVO Clinic will endeavor to open such INVO Center prior to the end of calendar
    year 2022.


 




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