Professional Services Agreement: Provider Coverage Services

Agreement between Yen Tun Wang Services Medical Corporation (“Medical Group”), and you (“Provider”).

Effective as of December 29, 2018

RECITALS

WHEREAS, Medical Group is a company that provides certain professional services directly to patients;

WHEREAS, certain patients desire to receive services from Medical Group;

WHEREAS, Medical Group’s services require that a licensed practitioner provide said services;

WHEREAS, Medical Group desires to secure coverage for such services from Provider to ensure that patients requesting services from Medical Group have access to provider services and to ensure that any services are properly provided by a practitioner; and

WHEREAS, Provider desires to provide care, as determined in his or her own professional judgement with supervision from Medical Group, for patients;

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. PROVIDER’S COVERAGE RESPONSIBILITIES.

1.1 Provider’s Services. Commencing on the Effective Date and during the term of this Agreement, Provider shall provide the following services (“Services”):

(a) Provider shall provide the professional services set forth in SOW #1 facilitated by the technology platform provide by Medical Group.

(b) As needed for effective patient care, Provider shall ensure that any services are appropriate, including notifying Medical Group if issues arise during the delivery of Services.

1.2 Provider’s Area of Practice. Provider shall only be required to provide coverage for Services in his or her specialty.

1.3 Contact Information. Provider shall provide Medical Group with current information sufficient to allow Medical Group to contact Provider, if necessary and enable the use of the technology platform. Provider shall update the contact information as necessary.

1.4 Records. Provider shall prepare complete, timely, accurate and legible medical and other records, charts and documentation, with respect to the Professional Services provided by Provider under this Agreement to facilitate appropriate patient care, billing for patient services and as otherwise reasonably requested by Medical Group, in accordance with Attachment A SOW #1 and as required by Medical Group’s policies and procedures. All such information and records relating to any patient shall be: (a) prepared on forms developed, provided or approved by Medical Group; (b) maintained by the Medical Group; and (c) the sole property of Medical Group.

1.5 Qualifications. Provider shall at all times satisfy the specific qualifications (“Qualifications”), as set forth in Attachment A SOW #1.

Provider’s ongoing compliance with the Qualifications shall be a condition precedent to this Agreement and Medical Group’s obligations under this Agreement. Provider shall immediately notify Medical Group in writing if Provider ceases to satisfy the Qualifications. Provider shall immediately notify Medical Group if an investigation or action is initiated by any governmental agency concerning Provider’s Qualifications or which may adversely affect Provider’s Qualifications.

1.6 Performance Standards. In performing Services under this Agreement, Provider shall at all times comply with the following standards (“Performance Standards”):

(a) Adhere to applicable federal, state, and other laws and regulations; the standard of care for the Services provided; professional standards applicable to Provider’s area of practice; Medical Group’s rules and policies, to the extent provided to Provider, so long as said rules and policies do not impact Provider’s professional judgment in treating patients.

(b) Use Provider’s best effort and skill while providing Services.

(c) Respond to patient needs and concerns as expeditiously as reasonably possible.

(d) Document Provider’s Services in a timely and sufficient manner consistent with applicable professional standards so as to facilitate proper patient care, payment for such patient care, and effective Medical Group operations.

(e) During the term of this Agreement as well as at any time thereafter, Provider shall not knowingly or intentionally make any statement or perform any act which in any way would harm, disparage or injure any interest of Medical Group or WLNSS Inc., or be detrimental to WLNSS Inc. or Medical Group’s relationships and dealings with existing or potential customers, patients, clients or employees, including but not limited to disparaging WLNSS Inc. or Medical Group, its employees or agents, products or services. In no event shall any statement or communication by Provider exercising his or her medical judgment be considered a breach of this requirement.

(f) Promptly notify Medical Group of: (i) any claim, allegation, or professional review activity asserted against Provider relating to Provider’s professional conduct or competence or compliance with applicable laws or regulations; (ii) Provider’s failure to satisfy the Qualifications required by this Agreement; or (iii) any acts, omissions, or other facts or circumstances that may result in liability to Medical Group.

2. COMPENSATION.

2.1 Payment. Provider’s compensation structure is set forth on Attachment A SOW #1.

2.2 Payment of Compensation. Medical Group shall pay Provider’s compensation as set forth in Attachment A SOW #1.

2.3 Fair Market Value. The parties understand and agree that the compensation paid to Provider is and will at all times be fair market value for services and items actually provided by such Provider, not taking into account the value or volume of referrals or other business generated by such Provider for Medical Group. Provider further represents and warrants to Medical Group that it has and will at all times maintain a written agreement with Provider receiving compensation from Medical Group.

3. REFERRALS/SERVICES.

Nothing in this Agreement shall be read or construed as requiring Provider to perform services or otherwise refer patients to Medical Group for services related to Provider’s Services rendered pursuant to this Agreement. Provider will exercise his or her independent professional judgment in determining if and when services or referrals are appropriate. The parties agree that this Agreement and the parties themselves will at all times comply with the requirements of California Business and Professions Code Section 650.02(b)(6), including but not limited to, the Provider providing a patient who is referred by Provider for a Medical Group service with written notification of this Agreement, which includes information on where a person may go to file a complaint against the Provider.

4. INDEPENDENT CONTRACTOR/INDEPENDENT PROFESSIONAL JUDGMENT.

Independent Contractor. Provider shall be and is at all times an independent contractor of Medical Group in the performance of the duties and obligations of this Agreement. Nothing in this Agreement is intended nor shall it be construed to create an employer/employee relationship, a joint venture relationship, a principal-agent relationship, or legal relationship other than an independent contractor relationship between Medical Group and Provider. Provider shall not, hold itself, himself or herself out as an officer, agent or employee of Medical Group or incur any contractual or financial obligation on behalf of Medical Group.

Withholdings. Provider understands and agrees that Medical Group shall not withhold on behalf of Provider any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law relating to Provider, or make available to Provider any of the benefits afforded to employees of Medical Group, and that such obligations shall be the sole responsibility of Provider.

Insurance. Provider understands and agrees that Medical Group shall not provide or maintain workers’ compensation but will provide professional liability insurance and general liability coverage for Provider for any services performed by Provider under this Agreement, where a claim is brought by a patient against Provider.

Indemnity. In the event that Provider is alleged or determined to be an employee of Medical Group in performing Services under this Agreement, Provider agrees to indemnify Medical Group for any costs, losses or damages incurred by Medical Group, including but not limited to repayment to Medical Group of any taxes or other withholdings that Provider failed to pay. Provider also agrees to indemnify, defend and hold Medical Group harmless from any liability for, or assessment of, any claims or penalties with respect to a worker’s compensation claim.

5. TERM AND TERMINATION.

5.1 Term. This Agreement shall be for a term of one (1) year commencing on the Effective Date unless earlier terminated pursuant to this Section. This Agreement shall automatically renew for successive one-year periods unless either party provides contrary written notice prior to the start of the successive one-year period.

5.2 Termination without Cause. Either party may terminate this agreement without cause upon two (2) days’ prior written notice.

5.3 Termination for Cause Without Prior Notice. Medical Group may terminate this Agreement immediately and without prior notice to Provider upon or following the occurrence of any of the following events:

(a) Provider dies or becomes disabled, and in the case of disability, Medical Group determines that such disability prevents Provider from reasonably performing the Services under this Agreement;

(b) Provider fails to satisfy the Qualifications or the Performance Standards set forth in this Agreement.

(c) Provider is convicted of a felony or a crime of moral turpitude, or Provider engages in any other conduct in violation of any law or regulation relevant to Provider’s duties as a provider, the performance of Services, payment or reimbursement for Services, or the operations of Medical Group.

(d) A written opinion by two or more qualified providers (at least one of whom selected by Provider) that Provider uses alcohol or a controlled substance which materially impairs the ability of Provider to effectively perform Provider’s duties and obligations under this Agreement.

(e) Provider misrepresents any facts to Medical Group or otherwise fails to disclose information required to be disclosed pursuant to this Agreement.

(f) Provider acts, or causes another person to act, in a manner which conflicts with or violates the policies, rules and regulations of Medical Group or commits an act of dishonesty, misrepresentation, fraud or other acts of moral turpitude.

(g) Any specific events, as set forth in Attachment A SOW#1.

6. Prohibition on Solicitation.

During the term of this Agreement and for a period of one (1) year thereafter, Provider shall not directly or indirectly call on, solicit, induce, entice, or interfere with, or attempt to call on, solicit, induce, entice, or interfere with, any Medical Group patient, client or customer, including any third-party payor contracting with Medical Group, either for or on behalf of Provider or for or on behalf of any other person, firm, or corporation. Provider also agrees that during the term of this Agreement and for a period of one (1) year thereafter, Provider shall not directly or indirectly, solicit, induce, or entice, either for or on behalf of Provider or for or on behalf of any other person, firm, or corporation, any person performing services for Medical Group as an employee or independent contractor to terminate such relationship with Medical Group in order to perform services for Provider or any other person, firm, or corporation.

7. Trade Secrets.

During the term of this Agreement, Provider will have access to and become acquainted with confidential information and trade secrets of Medical Group, including information and data relating to customer and payor contracts and accounts, pricing of goods or services, clinical care guidelines, clinical pathways, outcome measures, quality assurance procedures, clients, patients, patient groups, patient lists, billing practices and procedures, business techniques and methods, strategic plans, operations and related data (collectively, “Trade Secrets”). All Trade Secrets are the property of Medical Group and are used in the course of Medical Group’s business, and shall be proprietary information protected under the Uniform Trade Secrets Act. Provider shall not disclose to any person or entity, directly or indirectly, either during the term of this Agreement or at any time thereafter, any Trade Secrets, or use any Trade Secrets other than in the course of providing the Services. All Trade Secrets that might be given to Provider in the course of providing the Services under this Agreement are the exclusive property of Medical Group, and, without the prior written consent of Medical Group, shall not be removed from the premises. All Trade Secrets shall be returned to Medical Group upon any termination or expiration of this Agreement.

8. CONFIDENTIAL INFORMATION.

Provider recognizes and acknowledges that certain records created, maintained, or accessed by Provider during the term of the Agreement are confidential and/or proprietary and are protected by applicable law and regulations, including but not limited to information concerning Medical Group’s business operations, scientific processes, data, strategic plans, finances, pricing strategies, trade secrets, the terms of this Agreement (“Confidential Information”). Provider shall not, during or after the term of the Agreement, use or disclose Medical Group’s Confidential Information without Medical Group’s written consent except (i) in the course of performing Provider’s duties under this Agreement; or (ii) if required by law to disclose such Confidential Information, provided that Provider shall first notify Medical Group of the required disclosure and give Medical Group the opportunity to intervene and preserve the confidentiality of Confidential Information. Confidential Information shall be and remain the sole property of Medical Group. Provider shall not use any Confidential Information for any purpose not expressly permitted by this Agreement, or disclose the Confidential Information to any person or entity without the prior written consent of Medical Group. Provider shall use all reasonable efforts to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Provider protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

Provider shall return to Medical Group all Confidential Information and all copies thereof (including electronic copies) in Provider’s possession or control promptly upon the written request of Medical Group or the termination or expiration of this Agreement. Provider shall not copy, duplicate or reproduce any Confidential Information without the prior written consent of Medical Group.

Provider agrees that any breach of this Section will cause Medical Group substantial and irreparable damages that would be impracticable or extremely difficult to determine and, therefore, in the event of any such breach, in addition to other remedies which may be available at law or equity, Medical Group shall have the right to seek specific performance and other injunctive and equitable relief.

This Section shall survive the expiration or termination of this Agreement.

9. NOTICE.

All notices required or permitted to be given under the terms of this Agreement shall be provided via the technology platform.

10. GOVERNING LAW AND VENUE.

This Agreement shall be governed by and construed and enforced in accordance with California Law. Any action arising from this Agreement shall be brought in a California state court with jurisdiction over Los Angeles County, California, or in the federal District Court of California. The parties expressly waive the right to bring any legal action or claims in any other courts. The parties consent to venue of such actions in San Francisco County, California.

11. DISPUTE RESOLUTION.

Any controversy or claim, whether based on contract, tort, strict liability, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement (“Dispute”) will be resolved solely in accordance with the terms of this section. If the Dispute cannot be settled by good faith negotiation between the parties, the parties will submit the Dispute to non-binding mediation in Los Angeles County, California. If complete agreement cannot be reached within thirty (30) days after submission to mediation, any remaining issues will be resolved by a confidential arbitration. By agreeing to arbitrate, the Parties are agreeing to waive their right to a jury trial. The arbitration will be submitted to Judicial Arbitration and Mediation Services, Inc./ Endispute, or any successor to that company (“J.A.M.S.”), in Los Angeles County, California, administered by and in accordance with the J.A.M.S. Comprehensive Arbitration Rules and Procedures and the rules stated herein. In the event of a conflict between the provisions of J.A.M.S. and this Agreement, this Agreement will control. The arbitration shall be conducted before one arbitrator (whom shall be a former state or federal judge, with at least five years’ judicial experience), to be selected as provided in the J.A.M.S. Rules. The arbitration shall be commenced and held in Los Angeles, California, unless otherwise agreed to by the Parties. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, shall be resolved by all of the arbitrators. No potential arbitrator may serve unless he or she has agreed in writing to be bound by these procedures. To the extent state law is applicable, the arbitrator shall apply the substantive law of the state of California. Each party will, upon the written request of the other party, promptly provide the other with copies of all documents on which the producing party may rely in support of or in opposition to any claim or defense and a report of any expert whom the producing party may call as a witness in the arbitration hearing. At the request of a party, and upon the showing of good cause, the arbitrator shall have the discretion to order production by the other party or by a third party of other documents relevant to any claim or defense. Each party will be entitled to depose a maximum of three (3) witnesses, plus all experts designated to be witnesses at the arbitration. The depositions shall be held within thirty (30) days of the making of a request and shall be limited to a maximum of six (6) hours per deposition. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information. Additional depositions or deposition hours may be ordered by the arbitrator upon a showing of good cause. All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. The result of the arbitration shall be binding on the parties and judgment on the arbitrator’s award may be entered in any court having jurisdiction.

12. ENTIRE AGREEMENT.

This Agreement contains the entire agreement between the parties with respect to its subject matter, and supersedes any prior agreement between the parties, whether written or oral.

13. BILLING.

Provider agrees not to independently bill for any Services provided to Medical Group patients.

14. AMENDMENTS.

No change, addition, or amendment to this Agreement shall be made except by written agreement executed by all of the parties hereto.

15. INDEMNIFICATION.

Provider shall indemnify, defend and hold harmless Medical Group, including any of its directors, officers, representatives, employees, agents, contractors or subcontractors, from any and all liability, loss, claim, lawsuit, injury, cost, damage or expenses whatsoever (including reasonable attorney’s fees and court costs) arising out of, incident to or in any manner occasioned by the performance or nonperformance of any duty or responsibility under this Agreement by Provider, or any of their directors, officers, representatives, employees, agents, contractors or subcontractors.

16. REGULATORY COMPLIANCE.

The parties understand and intend that this Agreement complies with all applicable laws as they shall be amended, including but not limited to California Business and Professions Code Section 650, 650.01 and 650.02. The Agreement shall be interpreted to facilitate such compliance. If either party determines that the Agreement does not comply with applicable law or regulations or that the performance of the Agreement may cause either party to be in violation of such law or regulation, the parties shall exercise best efforts to revise the Agreement to comply with applicable laws and regulations. If the parties cannot agree on an appropriate revision, either party may terminate this Agreement upon thirty (30) days prior written notice; provided, that either party may terminate the Agreement immediately if performing the Agreement within such 30-day period would subject the party to fines, penalties or other liabilities as a result of the violation.

17. Assignment.

This Agreement is entered into by Medical Group in reliance on the professional and administrative skills of Provider. Provider shall be solely responsible for providing the Services and otherwise fulfilling the terms of this Agreement through the services of the Provider, except as specifically set forth in this Agreement. Provider may not assign or subcontract any of its rights, interests, duties, or obligations under this Agreement without Medical Group’s prior written consent, which consent may be given or withheld in Medical Group’s sole discretion. Any attempted or purported assignment by Provider in violation of this Section shall be void. Medical Group may, in its sole discretion, assign any or all of its rights, interests, duties, or obligations hereunder to any person or entity without the prior written consent of Provider; provided, however, that in the event of any transfer or assignment by Medical Group of this Agreement or its rights, interests, duties or obligations hereunder to any person or entity other than an Affiliate of Medical Group, Provider may terminate this Agreement without cause, expense or penalty, effective no earlier than one hundred eighty (180) days after the later of (a) the effective date of such transfer or assignment; (b) written notice of termination is given to Medical Group or its successor or assignee. Subject to the foregoing, this Agreement shall be binding on and shall inure to the benefit of the Parties and their respective heirs, successors, assigns and representatives.

18. CONFIDENTIALITY OF AGREEMENT.

The terms of this Agreement are confidential. Provider shall not disclose its terms to any individual or entity without the express written consent of Medical Group, except that Provider may disclose the Agreement to their legal, accounting, or similar professional advisors for the purposes of obtaining professional advice.

19. Headings.

The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

20. HIPAA/Covered Entity.

Provider acknowledges that it is a separate “Covered Entity” as such term is defined under HIPAA. As a Covered Entity separate from Medical Group, Provider shall implement all necessary policies, procedures, and training to comply with HIPAA and other Laws pertaining to the use, maintenance, and disclosure of patient-related information.

21. Counterparts.

This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.

22. Force Majeure.

No Party shall be liable for nonperformance, defective performance or late performance of any of its obligations under this Agreement to the extent and for such periods of time as such nonperformance, defective performance or late performance is due to reasons outside such Party’s control, including acts of God, war (declared or undeclared), terrorism, action of any governmental authority, civil disturbances, riots, revolutions, vandalism, accidents, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, failure of transportation infrastructure, disruption of public utilities, supply chain interruptions, information systems interruptions or failures, breakdown of machinery or strikes (or similar nonperformance, defective performance or late performance of employees, suppliers or subcontractors); provided, however, that in any such event, each Party shall use its good faith efforts to perform its duties and obligations under this Agreement.

23. No Conflicting Obligations.

Provider represents and warrants that it is a party to any agreement or involved in any business arrangement that will or may materially interfere with the performance of the Services or Provider’s obligations under this Agreement. Provider shall immediately inform Medical Group of any agreement or business arrangement that may materially interfere with performance of the Services or Provider’s obligations under this Agreement.

24. No Third Party Beneficiary Rights.

This Agreement shall not confer or be construed to confer any rights or benefits to any person or entity other than the Parties.

25. Representations.

Each Party represents with respect to itself that (a) no representation or promise not expressly contained in this Agreement has been made by the other Party or by the other Party’s agents, employees, representatives or attorneys; (b) this Agreement is not being entered into on the basis of, or in reliance on, any promise or representation, expressed or implied, other than such as are set forth expressly in this Agreement; (c) such Party has been represented by legal counsel of Party’s own choice or has elected not to be represented by legal counsel in this matter; (d) the execution and delivery of this Agreement has been duly approved by all necessary action on the part of such Party, including approval by such Party’s governing body, if necessary; (e) the signatory to this Agreement on behalf of such Party has the power and authority to execute and deliver this Agreement on behalf of such Party; and (f) upon execution and delivery of this Agreement by such Party’s signatory, this Agreement will constitute a valid and legally binding obligation of such Party, enforceable against such Party in accordance with its terms.

26. Severability.

Subject to this Section, if any provision of this Agreement, in whole or in part, or the application of any provision, in whole or in part, is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision, or part of such provision, shall be severed from this Agreement. The illegality, invalidity or unenforceability of any provision, or part of any provision, of this Agreement shall have no affect on the remainder of this Agreement, which shall continue in full force and effect. This Section shall control the effect of the illegality, invalidity or unenforceability of any provision as and to the extent such provision or its application is subject to the terms and conditions thereof.

27. Waiver.

No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of the performance of such provision or any other instance. Any waiver granted by a Party must be in writing, and shall apply solely to the specific instance expressly stated. A waiver of any term or condition of this Agreement shall not be construed as a waiver of any other terms and conditions of this Agreement, nor shall any waiver constitute a continuing waiver.

ATTACHMENT A

Statement of Work #1

1. Provider shall provide the following professional services:

Administer IV fluids and vitamin booster shots as requested by patient, provided that patient is fit to receive such services. Perform such patient evaluation and medical charting in accordance with guidelines given by Medical Group, including recording basic medical history and vitals prior to providing Services. Counsel and inform patient to the basic benefits and risks of the procedure.

2. Provider shall at all times satisfy the following Qualifications:

(a) Hold a valid and unrestricted license to practice his or her profession in the state where the Services are performed;

(b) Not have been excluded from participation in Medicare, Medicaid, and any other federal, state or local government health care program;

(c) Not have received any disciplinary action by their applicable governing board;

(d) Have and maintain the current training, competency, and physical and mental ability to provide the Services required by this Agreement and provide such documentary evidence as requested by Medical Group prior to providing the Services.

3. Provider’s compensation shall be pursuant to and payable as follows:

Provider will be able to log on to the technology platform and review the offered compensation per service. If provider accepts and agrees to provide the Service, the Provider has agreed to accept the stated compensation. Such compensation shall be paid within ten (10) days of providing the Service via the electronic platform designated by Medical Group.