This Master Corporate Purchase & Supply Agreement (“Agreement”) is made and entered into as of   , by and between:

Hyperbaric Health Int’l, a Wyoming limited liability company, having its principal place of business at 4445 Corporation Ln, 2nd floor, Virginia Beach, VA 23462 (“Vendor”),
and
, a corporation, having its principal offices at (“Purchaser”).

Vendor and Purchaser may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

CONSENT TO ELECTRONIC SIGNATURES

By signing this document electronically, the undersigned acknowledges and agrees that their electronic signature constitutes a legally binding equivalent to a handwritten signature. The parties consent to the use of electronic records and signatures in connection with this agreement and affirm that such signatures shall have the same force and effect as original signatures on paper. Each electronically signed document shall include an audit trail verifying the identity of the signer, the date and time of execution, and the method of signature authentication. By proceeding, the signer expressly authorizes the execution, delivery, and storage of this document in electronic form and agrees that all versions maintained electronically shall be deemed the original for all legal purposes.

1. PURPOSE AND SCOPE

1.1 Purpose. This Agreement establishes the terms and conditions under which Vendor will supply OxyEdge™ Hyperbaric Chambers and related products (“Products”) to Purchaser for use across multiple business locations owned, operated, or franchised by Purchaser.

1.2 Scope. This Agreement serves as a master framework governing all future purchase orders (“Purchase Orders”) submitted by Purchaser to Vendor during the Term. Each Purchase Order shall incorporate the terms of this Agreement by reference.

2. TERM

2.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of three (3) years, automatically renewing for successive one-year periods unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

3. PRODUCT PRICING AND DISCOUNTS

3.1 Base Pricing. Product pricing shall be as set forth in Vendor’s current published price list at the time of order.

3.2 Volume Discounts. Purchaser shall receive volume-based discounts as follows:
(a) Purchases of 50 units per calendar year qualify Purchaser for HHI corporate pricing rates.
(b) Purchases exceeding 50 units per calendar year shall receive an additional 2.2% discount on the unit price for all Products ordered during that calendar year.

3.3 Price Adjustments. Vendor reserves the right to adjust pricing based on raw materials, freight, tariffs, or manufacturing costs, with 30 days written notice. 

4. PAYMENT TERMS

4.1 Purchaser shall pay 50% of the total invoice amount upon execution of each Purchase Order and the remaining 50% prior to shipment.
4.2 Payment shall be made via wire transfer or approved payment method specified by Vendor.
4.3 Late payments shall accrue interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less.
4.4 Title and risk of loss shall transfer to Purchaser only upon full and cleared payment.

5. DELIVERY AND INSTALLATION

5.1 Delivery terms shall be Delivered Duty Paid (DDP) to Purchaser’s designated site(s), unless otherwise specified.
5.2 Delivery dates are estimates and subject to manufacturing lead times. Vendor shall not be liable for delays due to shipping, customs, or force majeure.
5.3 Installation assistance and operational training shall be provided per the applicable Service Level Agreement (Exhibit A or B).

6. SERVICE LEVEL AGREEMENTS (SLA)

6.1 The Parties acknowledge that Products are supported by defined Service Levels as described in Exhibit A (Standard SLA) and Exhibit B (Premium SLA), which form an integral part of this Agreement.
6.2 Purchaser may elect either Service Level tier at the time of each Purchase Order.

7. WARRANTY

7.1 Vendor warrants that Products supplied hereunder shall be free from defects in materials and workmanship for a period of three (3) years from the date of delivery when operated in a commercial environment under normal use and maintenance.
7.2 Warranty claims shall be handled in accordance with the applicable SLA.
7.3 Warranty does not cover damage due to misuse, neglect, unauthorized modifications, or external factors beyond Vendor’s control.

8. MARKETING, BRAND AWARENESS & PRESS RELATIONS

8.1 Purchaser agrees to reasonably participate in Vendor-led press releases, case studies, brand awareness initiatives, or social media collaborations highlighting the Purchaser’s use of OxyEdge™ and Hyperbaric Health products.
8.2 Vendor may list Purchaser’s name, logo, and brand affiliation in promotional materials, provided any such use is accurate and dignified.
8.3 Marketing cooperation is a condition of receiving the volume discount described in Section 3.2.

9. EXCLUSIVITY

9.1 No exclusivity is granted to Purchaser under this Agreement with the exception of custom Purchaser logos or branding.
9.2 Vendor reserves the unrestricted right to sell Products to other clients, entities, or competitors in any territory.
9.3 Client agrees to provide vendor with exclusivity to hyperbaric equipment. 

10. INTELLECTUAL PROPERTY

10.1 All intellectual property, designs, trade dress, trademarks, documentation, and related materials associated with OxyEdge™ systems and Hyperbaric Health remain the exclusive property of Vendor.
10.2 All intellectual property, designs, trade dress, trademarks, and related materials associated with Purchaser remain the exclusive property of Purchaser.
10.3 Purchaser shall not reverse engineer, copy, or create derivative works of any Product.
10.4 Purchaser shall promptly notify Vendor of any known or suspected infringement of Vendor’s intellectual property rights.

11. LIMITATION OF LIABILITY.

Vendor warranties shall apply per the OxyEdge™ Warranty Policy, which supersedes any conflicting language. Warranty coverage is limited to manufacturing defects under normal use and excludes damage, misuse, or third-party modification. Vendor accepts no_liability due to purchasers errors, failures, or mistakes or failure to properly train. Serotonin's maximum claim is for the item sold.

12. TITLE: RISK OF LOSS; SECURITY INTEREST.

Title to the products will not pass to Purchaser until Vendor receives full, cleared payment for all amounts due for those products. Risk of loss (and responsibility for insurance) transfers to Purchaser upon delivery in accordance with the agreed delivery terms. Until title passes, Vendor retains a purchase-money security interest in the products and any proceeds thereof, and Purchaser authorizes Vendor to file UCC-1 financing statements and take any actions reasonably necessary to perfect and
maintain that security interest. Purchaser shall keep the products insured against all customary risks and name Vendor as loss payee until payment is made in full. Purchaser shall not grant or permit any lien or other encumbrance on the products prior to payment in full. Any terms in a purchase order or other documents that are inconsistent with this Section are rejected and will have no effect.

13. CONFIDENTIALITY AND NON-DISPARAGEMENT

11.1 Both Parties agree to maintain the confidentiality of proprietary information, including but not limited to product designs, pricing, client data, and marketing strategies.
11.2 Neither Party shall make or publish disparaging or defamatory remarks about the other Party or its affiliates, including through social media, internet publications, or third-party communications.
11.3 Breach of this clause shall incur liquidated damages of $10,000 per incident, without prejudice to any other legal remedies available.

12. TERMINATION

12.1 Either Party may terminate this Agreement for material breach with thirty (30) days’ written notice, provided the breach remains uncured after notice.
12.2 Upon termination, all outstanding invoices become immediately due and payable.
12.3 Clauses relating to confidentiality, IP, and non-disparagement shall survive termination.

13. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.
The Parties agree that any disputes shall be brought exclusively in the courts located in Virginia Beach, Virginia, and each Party consents to such jurisdiction.

14. ELECTRONIC SIGNATURE AND EXECUTION

14.1 This Agreement may be executed electronically via DocuSign, Adobe Sign, or similar platforms, and such execution shall have the same legal effect as a handwritten signature.
14.2 Each electronic signature shall include an audit trail identifying the signer, timestamp, and IP address, and shall be admissible in any proceeding.

15. ENTIRE AGREEMENT

This Agreement, together with its Exhibits, constitutes the entire understanding between the Parties and supersedes all prior proposals, negotiations, or agreements relating to the subject matter hereof.
Any amendment must be in writing and signed by both Parties.

EXHIBIT A – STANDARD SERVICE LEVEL AGREEMENT (SLA-A)

Coverage: Three-year limited warranty covering parts, components, and remote support.
Response Time: 12-hour response for service requests during business hours.
Resolution Target: 2-10 business days for standard replacement parts or repairs. Non-standard issues (including custom components, specialized services, or atypical repairs) may require additional time; in such cases, Vendor will provide revised target timelines after evaluation and determination of the appropriate solution.
Support Channels: Support is available via email, ticket portal, and phone. Many inquiries may be resolved during a single phone conversation. However, any issue not resolved within one phone conversation must be followed by a written, detailed support request submitted through the Vendor’s designated ticket portal or email address.

Preventive Maintenance: Annual virtual inspection checklist.
Training: Initial setup and operational training for staff are included. In addition, Purchaser and its authorized personnel shall have access to on-demand online video training through Vendor’s secure learning portal. Access is limited to Purchaser’s employees and contracted personnel under Purchaser’s control, solely for internal use in operating the Products. Sharing, sublicensing, or making the training content available to any third party is prohibited. Copying, downloading, recording, redistributing, or creating derivative works of the training content is prohibited except with Vendor’s prior written consent. Vendor retains all right, title, and interest in and to the training materials and may suspend or revoke access for breach.
Exclusions: Damage due to misuse, improper installation, or third-party servicing.

EXHIBIT B – VOLUME DISCOUNT & EXCLUSIVITY SCHEDULE