In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: EXHIBIT 10.24 ENDORSEMENT AGREEMENT

This Endorsement Agreement (Agreement) is made this 14th day of March, 2016 (Effective Date), by and between Lifeway Foods, Inc. (Lifeway) with a principal business address of 6431 West Oakton Street, Morton Grove, IL 60053 and Ludmila Smolyansky(Individual) on her own behalf with an address of 182 N. Harbor Drive, Chicago, IL 60602. Lifeway and Individual are collectively referred to as the parties, or individually as a party. The terms of the Agreement are as follows: 1. License - Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings. Notwithstanding anything herein to the contrary, Lifeway shall be under no obligation to cause the Marketing Materials to be displayed, published or performed. Individual further waives the right to inspect or approve the Marketing Materials. 2. Marketing Materials - Marketing Materials shall mean those marketing, sales, advertising, publicity and promotional materials produced by Lifeway or produced on Lifeway's behalf that contain Individual's biographical materials, name, nickname, likeness, voice, photograph, signature or facsimile thereof, reviews, endorsements, testimonials, demonstrations, depictions of the same, or other identifying personal characteristics made in any and all forms of media, that reflect the personal opinions and views of the Individual in connection with Lifeway products and/or services in whatever medium whether now known or hereafter created including, without limitation, websites, intranets, social media, radio and television commercials, video and audio tapes, digitally formatted computer media including but not limited to internet and CD-ROMs, product labels, product packaging, point-of-purchase materials, trade, direct mail, magazines, newspapers, coupons, free standing inserts, and posters. 3. Release - Individual hereby releases and discharges Lifeway from any and all claims, demands, or causes of action in law or equity that he or she may have or may hereafter acquire, including without limitation in connection with any prior use, reuse, publication, reproduction, performance, copy, creation of derivative works, exhibition, broadcast, and display of the name, image and likeness of Individual and any and all claims for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity, or false light, that may arise out of or in connection with the use of the Marketing Materials in accordance with this Agreement. 4. Right to Edit - Lifeway may modify and vary the Marketing Materials produced hereunder, as it may elect, and to make additional versions of such Marketing Materials in any manner without approval from Individual; provided that Individual shall not be required to render any services in connection with the production of such modifications or variations. Moreover, Individual understands and agrees that Lifeway may use the Marketing Materials with or without her name.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





5. Ownership - Individual agrees that she does not have, and shall not claim to have, either under this Agreement or otherwise, any right, title or interest of any kind or nature in and to the ideas, likenesses, images, announcements, phrases, titles, music or words used in the Marketing Materials, and that all rights therein, including the copyright, are recognized to be owned by Lifeway. 6. Non-Competing Services - Individual agrees that, during the Term hereof, she will not render similar services for, or permit the use of her name, nickname, likeness, voice, live or recorded performance, photograph, signature or facsimile thereof, and biographical materials in advertising or publicizing in any medium for any other Kefir product, yogurt product, cheese, frozen desserts and other products that compete with products manufactured or distributed by Lifeway and its affiliates, subsidiaries and parent companies other than those products manufactured or distributed by Lifeway and its affiliates, subsidiaries, and parent companies. 7. Representation - Individual represents and warrants that any testimonial or review provided reflects her own honest opinions, findings, beliefs, or experiences. Individual represents that she is a bona fide user of Lifeway products and/or services. 8. Indemnification - Individual agrees to indemnify, defend and hold harmless Lifeway from and against any and all claims, actions, causes or other expenses incurred arising from any misrepresentations or false statements made by the Individual in the Marketing Materials. 9. Compensation (a) In consideration of the rights granted by Individual hereunder, Lifeway agrees to pay Individual a royalty (the Royalty) equal to $0.02 for each Lifeway product or individual item sold by Lifeway during each calendar month of the Term bearing Individual's first name, last name or other identifying personal characteristics; provided, however, the Royalty will cease being paid upon the death of Individual. Notwithstanding anything to the contrary herein, the Royalty will not exceed $50,000 in any month. All undisputed Royalty payments shall be made in U.S. dollars in cash or to the order of Individual and shall be due and payable within thirty (30) days after the end of each calendar month for sales during the previous month. (b) All amounts due under this Agreement are net of any applicable taxes, duties, fees or governmental charges, including without limitation, transfer tax, sales tax, use tax, consumption tax, value-added tax, excise tax, import tax, export tax, and custom duties (collectively Taxes). Accordingly, Lifeway will be solely responsible for the payment of all Taxes, together with any related liabilities (including interest and penalties), imposed upon it by law or any governmental authority for which Lifeway is primarily liable. (c) The Royalty due hereunder shall be paid to Individual at the address set forth above. 10. Confidentiality - With respect to this Agreement and any information supplied in connection with this Agreement and designated by the disclosing party as confidential, the recipient agrees to: (i) protect the confidential information in a reasonable and appropriate manner; (ii) use confidential information only to perform its obligations under this Agreement; and (iii) reproduce confidential information only as required to perform its obligations under this Agreement. This section shall not apply to information that is: (i) publicly known; (ii) already known to the recipient; (iii) disclosed to a third party without restriction; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





11. Mutual Representations, Warranties and Covenants - Each party (the Warranting Party), to induce the other party to enter into this Agreement, represents, warrants and covenants that: (a) the Warranting Party has the full right and authority, and possesses all licenses, permits, authorizations and rights to intellectual property required to enter into this Agreement and to perform the acts required of it hereunder; (b) the performance by the Warranting Party pursuant to this Agreement and/or the rights in this Agreement granted to the other party will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any agreement by which the Warranting Party is bound; and (c) with respect to the performance of its obligations hereunder, the Warranting Party will comply with all applicable laws, rules and regulation. 12. Assignment - Neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably, conditioned, withheld or delayed. 13. Notice - Notices to the parties shall be sent via overnight mail or U.S. Certified Mail or overnight express or priority mail to the addresses listed in the Agreement. Either party may change its address upon written notice to the other party. Written notices for approvals under this agreement may be via email. 14. [Intentionally Omitted.] 15. Choice of Law and Forum - This Agreement will be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles. 16. Survival - Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to respective successors and assigns. 17. Force Majeure - If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference. 18. Waiver - The waiver by either party of a breach or a default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision.

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016





19. Counterparts and Facsimile Signatures - This Agreement may be executed in multiple counterparts and via facsimile, each of which will be deemed to be an original, but all of which together constitute one and the same instrument. 20. Entire Agreement and Amendment - This Agreement, together with all exhibits, schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. IN WITNESS WHEREOF Lifeway has caused its duly authorized representatives to execute this Agreement and Individual has signed the Agreement on her own behalf as of the Effective Date. Lifeway Foods, Inc. Ludmila Smolyansky By: /s/ Julie Smolyansky By: /s/ Ludmila Smolyansky Name: Julie Smolyansky Title: CEO Date: March 14, 2016 Date: March 14, 2016

Source: LIFEWAY FOODS, INC., 10-K, 3/16/2016 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: 2484

[EX Q]: EXHIBIT 10.1

                          BUSINESS AFFILIATE AGREEMENT

This  Business  Affiliate  Agreement   (Agreement)  dated  January  28,  2005, effective  as of October 15,  2004,  (Effective  Date) is entered  into by and between Dr. George D. Green (the Business Affiliate) and UNION DENTAL CORP., a Florida  corporation  (UDC)  (collectively,  Business Affiliate and UDC may be referred to collectively as the Parties and singularly as a (Party).

                                    RECITALS

     WHEREAS,  the Business  Affiliate  wishes to help further  UDC's mission of Managing  dental  offices,  whereby  Business  Affiliate  and UDC will  exchange confidential information (as defined below):

     NOW THEREFORE,  in consideration of the premises,  covenants and agreements and  the  mutual   promises   herein   made,   and  in   consideration   of  the representations,  warranties, and covenants herein contained, and for other good and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby acknowledged, the Parties hereto agree as follows:

                                    AGREEMENT

     1.  Definitions.  A  Confidential  Information@  shall  mean  any  and  all information  that a Party may reasonably  expect to remain  confidential and not shared with the general public at any time or that information that is protected by law.

     2.  Services.  It is anticipated  that the Business  Affiliate will provide services both for clients of the Business Affiliate and UDC that involve the use and disclosure of Confidential Information (the Services). Except as otherwise specified  herein,  the  Parties  may  make  any  and all  uses of  Confidential Information  necessary to perform the  Services.  Additionally,  the Parties may disclose Confidential  Information for the purposes authorized by this Agreement only (a) to its employees,  subcontractors  and agents,  in accordance with this Agreement,  or (b) as directed by the other Party.  The Parties  expressly agree that any and all uses or disclosures of the Confidential  Information by a Party will be done in accordance  with the terms of this  Agreement and the provisions of all applicable federal and state laws and regulations.

     3.  Responsibilities  of  the  Parties.  With  regard  to  its  use  and/or disclosure  of  Confidential  Information,  each Party  hereby  agrees to do the following:

          a. Use and/or disclose the Confidential  Information only as permitted      or required by this Agreement or as otherwise required by law;

                                        1

          b. Report to the other Party, in writing, any use and/or disclosure of      the  Confidential  Information  that is not  permitted  or required by this      Agreement of which a Party  becomes aware within five (5) days of a Party=s      discovery of such unauthorized use and/or disclosure;

          c.  Use  appropriate  safeguards  to  maintain  the  security  of  the      Confidential  Information and to prevent unauthorized use and/or disclosure      of such Confidential Information;

          d. Require all of its employees,  representatives,  subcontractors  or      agents that receive or use or have access to Confidential Information under      this Agreement to agree in writing to adhere to the same  restrictions  and      conditions on the use and/or  disclosure of Confidential  Information  that      apply  herein,   including   the   obligation  to  return  or  destroy  the      Confidential Information as provided under paragraph g of this Section 3.

          e. Make available,  during normal business hours, at a Party=s offices      all records, books, agreements, policies and procedures relating to the use      and/or  disclosure  of  Confidential  Information  that is  subject to this      Agreement,  to the other  Party  within ten (10) days of a Party's  written      request,  for the purpose of  enabling a Party to verify the other  Party=s      compliance with the terms of this Agreement;

          f. Within  fifteen  (15) days of  receiving a written  request  from a      Party,  provide to the other Party such  information  as is  requested by a      Party to permit the other  Party to  respond  to a request  by the  subject      individual for amendment and accounting  purposes of the disclosures of the      individual=s Confidential Information;

          g.  Return to a Party or  destroy,  as  requested  by a Party,  within      fifteen (15) days of the  termination of this Agreement,  any  Confidential      Information  provided  to such  Party and in its  possession  and retain no      copies or back-up tapes;

          h. Parties agrees to mitigate, to the extent practicable,  any harmful      effect  that is  known to a Party of a use or  disclosure  of  Confidential      Information by a Party in violation of the requirements of this Agreement;

          i. To inform a Party of any  changes  in the form of notice of privacy      practices  that the other  Party  provides to  individuals  and provide the      Party a copy of the notice currently in use; and

          j. To  inform  the Party of any  changes  in, or  withdrawal  of,  the      consent  or  authorization   provided  to  a  Party  by  individuals  whose      Confidential Information may be used and/or disclosed by a Party under this      Agreement.

                                        2

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





     4. Mutual  Representation and Warranty.  Each Party represents and warrants to the  other  Party  that all of its  employees,  agents,  representatives  and members of its work force,  whose  services  may be used to fulfill  obligations under this  Agreement,  are or shall be  appropriately  informed of the terms of this  Agreement  and are  under  legal  obligation  to  comply  fully  with  all provisions of this Agreement.

     5. Term and Termination.

          a. Term. This Agreement  shall become  effective on the Effective Date      and shall  continue in effect until  either  Party  informs the other Party      with thirty (30) day prior written notice of termination of this Agreement.

          b. Termination.  UDC may immediately  terminate this Agreement without      notice  and any  related  agreement  if it  determines  that  the  Business      Affiliate  has breached a material  provision  of this  Agreement or if the      activities  contemplated under this Agreement will result in a violation of      any federal or state law or if such Services  would,  in the opinion of UDC      and its counsel. Alternatively, UDC may choose to: (i) provide the Business      Affiliate  with ten (10) days written notice of the existence of an alleged      material breach;  and (ii) afford the Business  Affiliate an opportunity to      cure said alleged material breach upon mutually agreeable terms. Failure to      cure in the manner set forth in this paragraph is grounds for the immediate      termination of the Agreement.

          c. Effect of Termination.  Upon termination of this Agreement, for any      reason, each Party hereto shall return to the other Party, or destroy,  all      of such Party's  Confidential  Information  in the  possession of the other      Party.  This provision shall apply to Confidential  Information  that is in      the possession of  subcontractors or agents of each Party. Each Party shall      retain no copies of the Confidential  Information of the other Party except      as may be required by law.

     6. Indemnification.  The Parties hereby covenant and agree to indemnify and hold harmless each other, it's agents and  representatives  from and against any and all losses, costs, expenses, liabilities, claims, demands, judgments and its settlements  of every  nature that are actually  incurred by a Party,  including without limitation reasonable attorney's fees for pre-trial,  trial,  appellate, judgment,  post-judgment,  execution, and alternative dispute resolution,  which arise out of any use or disclosure of Confidential  Information not specifically permitted by this  Agreement  or arise out of the services  rendered by Business Affiliate.  The provisions of this Paragraph 6 shall survive the  termination of this Agreement for whatever reasons whatsoever.

     7. Miscellaneous.

          a.  Survival.  The  respective  rights  and  obligations  of  Business      Affiliate  and UDC under the  provisions  of  Sections  3(g)  [Responsibilities of the Parties] and 3(h)  [Responsibilities of the Parties] and 6      shall survive the termination of this Agreement indefinitely.

                                        3

          b. Amendment. This Agreement may not be modified or amended, except in      writing as agreed to by each Party.

          c. No Third Party  Beneficiaries.  Nothing  express or implied in this      Agreement is intended to confer, nor anything herein shall confer, upon any      person other than the Parties hereto any rights, remedies,  obligations, or      liabilities whatsoever.

          d.  Notices.  All  notices or  communications  required  or  permitted      pursuant  to the terms of this  Agreement  will be in  writing  and will be      delivered in person or by means of certified or  registered  mail,  postage      prepaid, return receipt requested, to such Party at its last known address,      or such other person or address as such Party may specify by similar notice      to the other Party hereto or by telephone  facsimile  with a hard copy sent      by mail on the next  business  day.  All such  notices will be deemed given      upon delivery if delivered by hand, on the third business day after deposit      with the U.S. Postal  Service,  and on the first business day after sending      it by facsimile.

          e. Relationship of the Parties. It is expressly  understood and agreed      that (i) in the performance of Services under this Agreement,  the Business      Affiliate shall at all times act as an independent  contractor with respect      to UDC and not as an employee or agent of UDC and (ii) nothing contained in      this Agreement  shall be construed to create a joint venture,  partnership,      association  or  other  affiliation,  or  like  relationship,  between  the      Parties,  it being  specifically  agreed that the relationship is and shall      remain  that  of  independent   Parties  to  a  contractual   relationship.      Accordingly,  UDC shall  neither have nor exercise any specific  control or      direction over the particular  methods by which Business Affiliate performs      services  required by this  Agreement.  In no event shall  either  Party be      liable  for the debts or  obligations  of the  other,  except as  otherwise      specifically provided in this Agreement. Neither Party shall have any claim      under this Agreement or otherwise against the other Party for vacation pay,      paid  sick  leave,   retirement   benefits,   social   security,   worker=s      compensation, health, disability,  professional malpractice or unemployment      insurance  benefits,  or other employee  benefits of any kind. Based on the      foregoing, (i) Business Affiliate will not be treated as an employee of UDC      for Federal tax  purposes;  (ii) UNION DENTAL  CORP.,  will not withhold on      behalf  of  Business  Affiliate  any  sums  for  income  tax,  unemployment      insurance,  social security or any other withholding pursuant to any law or      requirement of any  government  body, or make available any of the benefits      afforded to employees of UDC (iii) all of such  payments,  withholdings  or      benefits due any governmental agency, if any, are Business Affiliate=s sole      responsibility;  and  (iv)  Business  Affiliate  will  indemnify  and  hold      harmless UDC from any and all loss or liability arising from his failure to      make  such  payments,  withholds  and  benefits,  if any.  In the event the      Internal Revenue Service or any other  governmental  agency should question      or challenge the Business  Affiliate=s  independent  contractor status, the      Parties  hereby agree that both  Business  Affiliate and UDC shall have the      right to participate in any discussions or negotiations

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





                                        4

     occurring with such agency or agencies,  regardless of with whom or by whom      such discussions or negotiations are initiated.

          f. Business  Affiliate  acknowledges  that the Business  Affiliate has      read,  understood  and accepted the terms and  conditions in UDC's Business      Affiliate manual, the terms and conditions of which are hereby incorporated      into this agreement by reference.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be signed as of the date and year first above written.

                                 Business Affiliate

                                 --------------------------------

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:                                  --------------------------------

                                 UNION DENTAL CORP.

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:CEO and President                                  --------------------------------

udc-8ka_ex10baa1.doc

                                                       5

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
[EX A]: 3636

[EX Q]: WALABOT-HOME RESELLER AGREEMENT This Walabot-HOME Reseller Agreement (Agreement) is made and entered into as of this 31 day of July 2019 (Effective Date) by and between Vayyar Imaging Ltd., having its principal place of business at 3 Avraham Giron St., POB. 325, Yehud 5621717, Israel (Supplier), and Inde Living Holdings, Inc., having its principal place of business at 1462 Rudder Lane, Knoxville, TN 37919 (Reseller). Vayyar and Reseller shall be referred to individually as Party and collectively as Parties. 1. Definitions. The following capitalized terms shall have the following meanings: Customer means a third party who purchases the Products from Reseller within the Territory, for its internal use only (including for the personal use of its End Users), such as nursing homes. End User means a third party who is a customer of Customer or is otherwise related to a customer of Customer, and who purchases and/or uses the Products within the Territory, for its personal use only. End User  Agreement  means  Supp l i e r ' s  s t andard  l i cense  ag reement s ,  wh ich  a re  ava i l ab le  a t https://walabot.com/walabot-home, which governs each End User's right to use the Product, as amended by Supplier in its sole discretion from time to time. MOQ means the minimum order quantity of Product units during the Initial Term, as set forth in Schedule 1. ***. Order means a written purchase order for Products to be purchased by the Reseller. Products means the products listed in Schedule 1. Software means Supplier's proprietary software components, included as part of the Products, including all improvements, corrections, updates, upgrades and any related documentation and derivatives thereof. Territory means the countries and/or territories listed in Schedule 1. Appointment During the Term (defined below) and subject to the terms and conditions of this Agreement (including, but not limited to Section 12.4 hereof), Supplier hereby (i) appoints Reseller, and Reseller accepts the appointment, as a non‐ exclusive reseller of the Products in the Territory. In connection with the foregoing appointment, Supplier hereby grants Reseller a non-transferable, revocable, limited right to resell, market, promote, stimulate interest in, and solicit Orders by Customers and/or End Users in the Territory for the Products and to provide services in connection with those activities. Reseller shall be solely responsible for all of its costs and expenses related to the resale of the Products. Notwithstanding anything to the contrary, Supplier reserves any and all rights with respect to the Products not expressly granted in this Agreement. Without limiting the right of the Reseller to receive any and all Paid-For Products (including but not limited to under Section 4.2 hereof), nothing in this Agreement shall entitle the Reseller to any priority of supply in relation to the Products as against any other distributor or customer of the Supplier. Paid‐ For Products means Products for which Reseller submitted an Order, had that Order accepted by Supplier, and for which Reseller has remitted payment in full to the Supplier under this Agreement. Subject to the terms of Section 13, below, it is hereby clarified that Supplier may, in its sole discretion, sell the Products to any other person or entity, whether within the Territory or otherwise. ***. ***. ***. Obligations of Reseller By fulfilling its obligations under this Agreement, the Reseller shall: (i) comply with all applicable laws and regulations; (ii) use materials and branding solely as determined by the Supplier (subject to the right of the Reseller to make changes to such materials as are described in Section 2.4); (iii) attend training and sales meetings as required by the Supplier, so as to be able to describe, demonstrate, and sell the Products adequately; (iv) make sure that all the End Users are signing the End User Agreement, and in the event that any End User does not comply with these terms, Reseller shall bear all liability associated with said End User; and (v) make no representations or warranties with respect to the Products other than those provided in the Products' documentation; Supplier shall be fully responsible for shipping the Products to the Reseller at the address of the Reseller specified in each Order (or as otherwise communicated by Reseller to Supplier under this Agreement) and will obtain and provide for itself and/or on behalf of Reseller, any and all registrations, licenses, permits, certificates and all other documentation and information required for the exportation, importation, storage, marketing and otherwise resale of the Products in the Territory. For such process, Supplier will allocate the additional cost on a pre-agreed per Product unit additional price basis, which will be subject to an increase (subject to changes in taxes). Reseller agrees to reimburse Supplier for the reasonable out of pocket costs and expenses incurred by Supplier in connection with the shipment and delivery of the Products, and of obtaining the foregoing registrations, licenses, permits, certificated and other documentation, provided that Supplier submits an invoice therefore in reasonable detail (and unless and solely to the extent such reimbursements is prohibited by Section 14.9 or prohibited under other applicable laws). For the avoidance of doubt, in no way will Supplier be subject to any tax (i.e., sales tax) relating to the sale of the Products to Reseller's Customers and/or End Users.

1. 1.1.

1.2.

1.3.

1.4. 1.5. 1.6. 1.7. 1.8.

1.9. 2. 2.1.

2.2. 2.3. 2.4. 3. 3.1.

3.2.

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019





Diagnostics, Telemetric Data and Analytics. Supplier will retain access to diagnostics, telemetric data and analytics generated by the Product. The data shall be uploaded to Supplier's Firebase server in a timely manner. A server interface will be embedded within the software package provided by the Supplier. Distributor will maintain Supplier's interface to the server and access to such data within the Product; provided that the data and analytics to be received by the Supplier shall, in all cases, not be in violation of any applicable privacy or other law. Orders, Payment and Delivery ***. If Reseller fails to submit Orders with an aggregate value equal to or greater than the MOQ, then Reseller shall pay Supplier a sum equal to the shortfall, within 30 days after the end of the Initial Term. Upon payment of such amount, Seller shall deliver the Products paid for to Reseller in a commercially reasonable timeframe (and in no event any later than 150 days from the date such payment is received in full) to be sold by Reseller in accordance with this Agreement as contemplated by the last sentence of Section 12.4. Reseller shall place its Orders by email, at the email address set out in Schedule 1. Each Order shall detail the total order quantity of the Product and the requested date of delivery (taking into consideration up to 4 months lead time). Within 5 business days following the receipt of each Order, Supplier shall acknowledge receipt of such Order. No Order shall be binding upon Supplier until such written acknowledgment was sent by Supplier to Reseller; provided that Supplier shall confirm or reject such Orders at its discretion. ***. Packaging, Samples and Transportation Immediately upon delivery of the Products at the Reseller's facilities within the Territory (Arrival Date), Reseller shall visually inspect the Products and the appropriate documents, and employ good receiving/delivering procedures, verification of the Products to confirm origin, identity, quantity, labeled storage conditions, integrity of the packaging as well as any other inspection, as may be required by applicable laws or regulations. Reseller shall ensure that the Products are delivered with appropriate information and documentation, and shall not make any changes to the Products or to the packaging or labeling thereof, or to the legal documents included in the Products' packages, without Supplier's prior written consent (subject to the right of the Reseller to make changes to such materials as are described in Section 2.4). Reseller shall ensure traceability of the delivered Products. Defective Products; Warranty; Support ***. During the Term Supplier may extend an offer to Reseller for a Returns Discount Program, whereby the Supplier will rebate a percentage of the cost of goods sold in lieu of accepting End-User returns. In the event no Returns Discount Program has been entered into by the Parties, Supplier will not accept Returned Product, except for cases of Defective Products. ***. ***. Intellectual Property Supplier shall retain all its rights and title to and ownership of all intellectual property rights in the Products including, inter alia, all documentation, enhancements, improvements or other modifications made thereof (including those modifications made in connection with Section 3.1 above), and except as expressly provided in this Agreement, Reseller shall have no right, title, or interest in any intellectual property rights in the Products. Nothing in this Section shall limit the rights of the Reseller in or to any modifications made to the Software in accordance with Section 2.3. Reseller shall: (a) not do or omit to do, nor authorize any third party to do or omit to do, any act or omission that would or might invalidate or be inconsistent with any of Supplier's intellectual property rights; (b) promptly notify Supplier of any actual, threatened, or suspected infringement of any of Supplier's intellectual property rights that comes to Reseller's notice; and (c) at Supplier's request and expense, do all such things as may be reasonably required to assist Supplier in taking or resisting any proceedings in relation to any such infringement or claim. Confidential Information. Each Party agrees that it will maintain the confidentiality of all electronic, oral, and written communications from the other Party which should reasonably be regarded in the normal commercial view, as constituting confidential information, trade secrets or proprietary information (Confidential Information) and use such Confidential Information only as necessary to exercise a Party's rights or perform a Party's obligations under this Agreement. Each Party shall: (i) safeguard and keep secret all Confidential Information, and will not directly or indirectly disclose to any third party the Confidential Information without written permission of the other; and (ii) in performing its obligations hereunder, use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care. Any information related to the Products shall be considered the Supplier's Confidential Information. If either Party becomes legally obliged to make disclosure of the other Party's Confidential Information, that Party shall immediately notify the first Party and reasonably cooperate with the first Party in any efforts to limit or object to the disclosure.

3.3.

4. 4.1. 4.2.

4.3.

4.4. 5. 5.1.

5.2.

6. 6.1. 6.2.

6.3. 6.4. 7. 7.1.

7.2.

8.

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019





Disclaimer of Warranties. UNLESS SPECIFIED OTHERWISE HEREIN (INCLUDING BUT NOT LIMITED TO THE BACK TO BACK WARRANTY SPECIFIED IN SECTION 6.5) AND WITHOUT LIMITATION TO ANY WARRANTY WHICH SUPPLIER MAY, IN ITS SOLE DISCRETION, MAKE TO ANY CUSTOMER AND/OR END USER, THE PRODUCTS ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, AND SUPPLIER DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR ITS OPERATION THEREOF, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE AGGREGATE LIABILITY OF SUPPLIER UNDER, OR IN CONNECTION WITH, THIS AGREEMENT SHALL BE EQUAL TO THE LESSER OF: (i) ***; AND (ii) ***. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF SUPPLIER HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY). Indemnification. Reseller shall defend, indemnify and hold harmless Supplier and its employees, officers, directors, suppliers, and successors from and against any third-party claim, suit, proceeding, damages, losses and/or liability arising from or related to (i) Reseller's breach of any provision of this Agreement; and/or (ii) Reseller's interaction and/or relationship with any Customer and/or End User or other third party. Term and Termination This Agreement shall become effective on the Effective Date and shall remain in effect for an initial period of 1 year (Initial Term). Thereafter, this Agreement shall automatically be renewed for successive 1-year terms (each a Renewal Term, and together with the Initial Term, the Term). Following the Initial Term, either Party may terminate this Agreement without cause upon written notice to the other Party of at least 3 months. Without derogating from any other remedies that any Party may have under the terms of this Agreement or at law, each Party shall have the right to terminate this Agreement forthwith upon the occurrence of any of the following: (i) the other Party is in material breach of its obligations hereunder and fails to remedy such breach within 30 days after being requested in writing to do so; or (ii) the other Party's bankruptcy, insolvency, liquidation, whether voluntarily or otherwise, or if it makes an assignment for the benefit of creditors. Upon any termination of this Agreement: (i) all rights granted by Supplier to Reseller under the Agreement revert to Supplier; (ii) Reseller shall transfer to Supplier all data, reports and any other information generated by Reseller in the course of performance of this Agreement; and (iii) any payment obligation which had accrued or become payable prior to the date of termination (including the payment obligation under Section 4.2) shall survive termination of this Agreement. Upon termination of this Agreement, the provisions in Sections 1, 6.5, 7, 8, 9, 10, 11, 12.3, 12.4, 13 (but solely to the extent stated in the last sentence of that section), and 14 shall remain in effect as necessary to carry out the purpose of those Sections after termination. In addition to the foregoing, if, at the time of termination of this Agreement, Reseller shall have additional Product units in its inventory and is able to sell them to Customers and/or End Users (including, without limitation, any Product units for which Reseller has or is obligated to pay the Supplier the purchase price therefor but which have not yet been delivered to the Reseller by Supplier, which Supplier hereby agrees to either deliver as otherwise contemplated by this Agreement as if it had not terminated or to refund the purchase price therefor), then the licenses and appointments described in Section 2 shall remain in effect with respect to such unsold Product units (and such Section 2 shall not terminate) until the earlier of (i) the date on which the last Product in Reseller's inventory is sold to a Customer and/or End User, or (ii) 1 year from the date of the termination of this Agreement. ***. General Supplier and/or Reseller may assign or novate this Agreement and the rights and obligations under it to any of its affiliates or upon any merger or acquisition or the sale of all or substantially all of its assets relating to the Agreement. Any purported assignment of rights in violation of this subsection is void. The relationship between the Parties is that of supplier and purchaser. Reseller is an independent contractor and is not the legal representative, agent, joint venture, partner, or employee of Supplier. Reseller may describe itself as Supplier's 'authorized distributor', but may not hold itself out as the Supplier's agent. Reseller has no authority to assume or create any obligations of any kind or to make any representations or warranties, whether express or implied, on behalf of the Supplier, nor to bind the Supplier in any respect.

9.

10. 10.1.

10.2.

11.

12. 12.1.

12.2.

12.3.

12.4.

13. 14. 14.1.

14.2.

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019





Except as to the timely payment by Reseller for the Products purchased under this Agreement, no failure or omission to carry out or observe any provision of this Agreement shall give rise to any claim by one Party against the other, or be a breach of this Agreement, if the same is caused by or arises out of circumstances beyond the reasonable control of the other Party, including technical difficulties beyond such Party's reasonable control that delay or prevent manufacture (Force Majeure). However, the Parties shall endeavor to avoid, remove, or cure all such conditions as soon as is reasonably feasible. If either Party is prevented or hindered from carrying out its obligations under this Agreement due to a Force Majeure, this Agreement shall be suspended as long as the Force Majeure persists. If such period exceeds 1 month, either Party may terminate this Agreement on giving written notice to the other. No failure or delay on the part of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. If any provision or part of any provision of this Agreement is found to be invalid or unenforceable for any reason, the other provisions of this Agreement shall remain in full force and effect as if the Agreement had been executed without that provision or part. All notices or other communications hereunder shall be in writing and shall be given in person, by courier or by registered mail (provided that written confirmation of receipt is provided) addressed as set forth in the heading of this Agreement or such other address as any Party may designate to the other in accordance with this procedure. All communications delivered in person or by courier service shall be deemed to have been received upon delivery, shall be deemed to have been received on the business day following transmission with confirmed answer back, and all notices and other communications sent by registered mail shall be deemed to have been received within 3 business days after posting. This Agreement shall be governed by the laws of the State of New York and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the competent courts in New York County, New York; provided however that judgment shall be enforceable in any country and that nothing in this Section shall prevent or restrict either Party from seeking interim relief in any competent jurisdiction as it may deem fit. This Agreement constitutes the entire agreement between the Supplier and the Reseller. All previous or contemporaneous agreements, proposals, understandings, and communications between the Supplier and the Reseller are replaced in their entirety by this Agreement. In entering into this Agreement, neither Party has relied on any warranties, representations, or other matters other than as set out in this Agreement. All conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law. This Agreement may be amended only by a written instrument executed by authorized representatives of the Parties. Each of Reseller and Supplier will, respectively, ensure that it and its employees, agents or affiliates, or by any independent contractors on its behalf or for its benefit, shall comply with the United States' Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) and any analogous anti-bribery and anti-corruption law, rule, regulation that may apply to any of the transactions contemplated under this Agreement, including but not limited to in connection with the sale, resale, import, export, transportation, or shipment of the Products. Neither party to this Agreement will make any payment, directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement or any Order placed under it, to government or political party officials, officials of international organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute a violation of any law, rule, or regulation. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Vayyar Imaging Ltd. IndeLiving Holdings, Inc.

By: /s/ Raviv Melamed By: /s/ Robert Forrest Chief Executive Officer Chief Executive Officer

14.3.

14.4.

14.5.

14.6.

14.7.

14.8.

14.9.

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019





Schedule 1 Territory, Products, Price, Ordering Address, Notices

Territory USA

Products Walabot HOME hardware device

Price $*** per Product unit + $*** for shipment and tax (subject to any tax changes) MOQ *** units

Address to which Orders should be sent Supplier's Ordering Email address: logistics@walabot.com

Address for Notices to the Supplier Vayyar Ltd. 3 Avraham Giron St., POB. 325, Yehud 5621717, Israel Address for Notices to Reseller Inde Living Holdings, Inc 1462 Rudder Lane Knoxville, TN 37919 Vayyar Wire Transfer Details ***

Payment Terms ***

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]:
12295