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GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (this “Agreement”) dated as of , (the “Effective Date”), is entered into between VITALSYNC, LLC., a Wyoming corporation dba VitalSync Health (“Company”), and , an individual Pharmacist (“Contractor”). The parties agree as follows:

BACKGROUND
  1. The Company is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Company.
  2. The Contractor is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED
  1. The Company hereby agrees to engage the Contractor to provide the Company with the following services (the "Services"):
    • Clinical Pharmacy
  2. The Services will also include any other tasks which the Parties may agree The Contractor hereby agrees to provide such Services to the Company.
TERM OF AGREEMENT
  1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
  3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  4. This Agreement may be terminated at any time by mutual agreement of the Parties.
  5. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
PERFORMANCE
  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take
CURRENCY
  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
  1. The Contractor will charge the Company for the Services as follows (the "Compensation"): VitalSync will reimburse the pharmacist:
    • MTM services: $25 per patient for full medication reviews and $10 per patient for monthly check ins with previously reviewed patients and no medication changes.
    • TCM services: $45 per billable service
  2. Invoices submitted by the Contractor to the Company are due within 30 days of receipt.
  3. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
CONFIDENTIALITY
  1. Confidential information (the "Confidential Information") refers to any data or information relating to the Company, whether business or personal, which would reasonably be considered to be private or proprietary to the Company and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.

  2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Company or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

  3. All written and oral information and material disclosed or provided by the Company to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the The use of the Intellectual Property by the Company will not be restricted in any manner.

  2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Company. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual
RETURN OF PROPERTY
  1. Upon the expiration or termination of this Agreement, the Contractor will return to the Company any property, documentation, records, or Confidential Information which is the property of the
CAPACITY/INDEPENDENT CONTRACTOR
  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Company is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

  2. With written approval from the Company, the Contractor may engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement.

  3. In the event that the Contractor hires a sub-contractor:
    • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Company to the Contractor.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
NON-CIRCUMVENTION
  1. The Contractor agrees that, during the term of this agreement and for a period of two (2) years following its termination, they shall not directly or indirectly approach, solicit, or enter into any business relationship with any clients, customers, or patients of the Company without the prior written consent of the Company. This restriction includes, but is not limited to, offering or providing services similar to those offered by the Company. The Contractor acknowledges that this non-circumvention clause is essential to protect the legitimate business interests of the Company and agrees that any breach of this clause will cause significant harm to the Company, entitling the Company to seek injunctive relief and any other remedies available at law or in equity.
INSURANCE COVERAGE
  1. The Clinical Pharmacist agrees to maintain, at their own expense, professional liability insurance coverage with limits of no less than $1,000,000 per occurrence and $3,000,000 aggregate. The insurance policy must cover all professional services provided by the Clinical Pharmacist under this agreement. The Clinical Pharmacist shall provide proof of such insurance coverage to the Company upon request and shall notify the Company immediately of any changes to or cancellation of the insurance policy. Failure to maintain the required insurance coverage shall be considered a material breach of this agreement.
AUTONOMY
  1. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the The Contractor will work autonomously and not at the direction of the Company. However, the Contractor will be responsive to the reasonable needs and concerns of the Company.
EQUIPMENT
  1. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    • VitalSync Health
      7545 Irvine Center Dr #200
      Irvine, Ca 92618

    • Cascadia Pharmacy Group
      101 S First Ave
      Ilwaco, WA 98624

      or to such other address as either Party may from time to time notify the other and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION
  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Company.
ENTIRE AGREEMENT
  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
  1. This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
  1. Words in the singular mean and include the plural and vice Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
  1. This Agreement will be governed by and construed in accordance with the laws of the State of
SEVERABILITY
  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this day of .

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Document name: GENERAL SERVICE AGREEMENT
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August 20, 2024 12:32 pm PSTGENERAL SERVICE AGREEMENT Uploaded by Stacy Ramirez - stacy@vitalsynchealth.com IP 156.193.107.128
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August 7, 2025 2:39 am PSTLavance Northington - info@vitalsynchealth.com added by Stacy Ramirez - stacy@vitalsynchealth.com as a CC'd Recipient Ip: 156.193.107.128
August 7, 2025 2:39 am PSTStacy Ramirez - stacy@vitalsynchealth.com added by Stacy Ramirez - stacy@vitalsynchealth.com as a CC'd Recipient Ip: 156.193.107.128
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