EXCLUSIVE COOPERATION AGREEMENT

BETWEEN

1. CAMBRIDGE BAY HEALTH

304 E Pine St. #141

Lakeland, FL 33801

(“CBH”)

AND

• HUNT PREP ACADEMY

1001 E Baker St Ste 200

Plant City, FL 33563

(“HPA”)

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between, CAMBRIDGE BAY HEALTH and HUNT PREP ACADEMY (collectively referred to herein as the “Parties” or individually as the “Party”).

WHEREAS:

• HPA is a Florida limited liability company operating and carrying out business in the state of Florida.
• CBH is a Florida limited liability company operating and carrying out business in the state of Florida.
• CBH desires and HPA agrees to provide capital support and other necessary services to HPA;
• CBH desires and HPA agrees to provide highly skilled and professional medical training services pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of mutual promises, representations, covenants and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this Agreement, its Schedules, Exhibits and other documents (save as may otherwise be varied by this Agreement);
3. “CBH” shall include its affiliates, employees, agent and representatives;
4. “HPA” shall include its affiliates, employees, agent and representatives
5. “Intellectual Property” means the copy-right, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs and other individual or intellectual property rights used in or associated with any of the Parties;
6. “Services” means the Certified Nursing Assistant medical training to be conducted by HPA.;

1. In this Agreement, unless the context otherwise requires, any reference to:
2. the singular includes the plural and vice versa;
3. a person includes reference to a body corporate or other legal entity;
4. any written law includes that law as amended or re-enacted from time to time;
5. any agreement or other document includes that agreement or other document as varied or replaced by the Parties in writing from time to time;
6. a clause is to the relevant clause of this Agreement;
7. any Party includes that Party’s successors and assigns.
   1. Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
   1. The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
   1. Where the Agreement provides for the giving or issue of any notice, consent, approval certificate or determination, it shall be in writing and the words notify, certify or determine shall be construed accordingly.  Routine communications relating to the performance of this Agreement may be conducted by electronic mail.

• application of terms and HPA UNDERSTANDING
  • Save as may otherwise be provided in this Agreement the terms and conditions set out in this Agreement are the only terms on which CBH is prepared to deal with HPA and they shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with CBH in relation to the provision of the Services.
  • If any ambiguity is found in the various documents forming this Agreement, CBH shall issue any necessary clarification or instruction.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
• COMMENCEMENT AND DURATION

This Agreement shall come into force upon execution and shall remain in force for a period of ten (10) years, unless otherwise earlier terminated by the Parties.

• SCOPE OF THE AGREEMENT
  • Upon execution of this agreement, HPA shall provide relevant services to CBH in accordance with this agreement.
  • CBH is entitled to, at its sole discretion, initiatives such as requiring HPA to co-establish a joint venture to facilitate the business development for the purpose of engaging into any business activities.
  • The Parties hereby agree that any marketing and business development activities shall be in the name of HPA or its joint venture, according to the decisions of CBH.  CBH has the right to require HPA to mark on any marketing documents, advertising brochures and any other materials of this kind the full name of the CBH.  After the signing of the formal agreement, without the prior written consent from CBH, HPA shall not engage in any marketing and business development activities, or print out and distribute any marketing material, with any third Party.
  • Notwithstanding anything to the contrary, HPA may decline to perform any of its service as set forth above if HPA, based on its sole judgment, reasonably and in good faith believes that it is not in a position to render such service as required by CBH; provided, however, that HPA shall promptly notify CBH of such decisions and provide reasonable assistance to CBH in making alternative arrangements.
  • HPA shall maintain proper books of account, and such books shall become accessible to CBH within two (2) days upon issuance of notice by CBH.
  • HPA and CBH both agree to engage in further investments beyond the initial investment.

• EXCLUSIVITY.
  • During the term of this Agreement, HPA will not accept work, enter into a contract, or accept any obligation, inconsistent or incompatible with HPA’s obligations, or the scope of services rendered for CBH, under this Agreement.
  • Unless agreed otherwise by the Parties in writing, HPA and CBH agree not to enter into any other similar agreement which is of the same nature as this agreement in association with any other third Party without the prior written consent of the other CBH.
  • HPA shall take all necessary actions (including but not limited to corporate actions) to ensure that CBH be the exclusive cooperation partner in any possible business activities, provided however, such cooperation shall not violate any legislation and regulations.  
  • Except as otherwise provided herein, HPA shall inform CBH of any contract offer from any client relevant with the Business as soon as practicable.
  •  
• CONTRIBUTIONS
  • Each Party recognizes that the other is willing and able to contribute capital, labor, and services for the successful operation of this Agreement.
  • The Parties agree to contribute a total initial investment of $6,500. HPA shall contribute $3,900 of the total initial investment and CBH shall contribute $2,600 of the total initial investment.
• PAYMENT, EXPENSES AND PROFITS
  • Any payment received pursuant to Services rendered under this agreement shall be received and held in trust for both Parties by HPA.
  • HPA shall be required to pay for all costs and expenses accrued in performance of this Agreement from the payments received by HPA.
  • HPA shall cause the net profit to be distributed among the Parties as follows: HPA shall receive sixty percent (60%) of the net profits and CBH shall receive forty percent (40%) of the net profits with regard to the initial investment by the Parties.
  • Distribution of net profits for all future investments beyond the initial investment shall be distributed equally among the parties.
  • Distribution of net profit shall be rendered at the close of each month.
• WARRANTIES
  • HPA makes the following representations and warranties for the benefit of CBH:
• HPA is a Florida limited liability company, and has all corporate and all governmental licenses, authorizations, consents and approvals required to carry out its business as now or planned to be conducted.
• HPA has not ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of HPA or the winding up or cessation of the business or affairs of HPA.
• HPA warrants that it will perform the Services with due care and diligence and to such standard of quality consistent with applicable standards and as it is reasonable CBH to expect in all the circumstances;
• HPA warrants that, to the best of its knowledge, there is no other contract or duty on HPA’s part, which conflicts with or is inconsistent with this Agreement.
  • CBH warrants that:
• CBH is a Florida limited liability company, and has all corporate and all governmental licenses, authorizations, consents and approvals required to carry out its business as now or planned to be conducted.
• HPA has not ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of HPA or the winding up or cessation of the business or affairs of HPA.
• CBH warrants that, to the best of its knowledge, there is no other contract, duty or obligation on HPA’s part, which conflicts with or is inconsistent with this Agreement.
• INTELLECTUAL PROPERTY
  • The Parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights or trademarks relating to the business or operations of the other Party shall remain sole the property of that Party.
  • The Parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights or trademarks relating to the performance of this Agreement which are developed or discovered by either Party, solely or jointly with others, during the subsistence of this Agreement, shall be deemed to have been made within the scope of this Agreement and therefore constitute Services for hire and shall automatically upon their creation become the exclusive property of CBH.
• DISPUTE RESOLUTION

The Parties agree to attempt initially to solve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by an arbitrator agreed upon by the Parties. Any such arbitration shall be held in Florida. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred under this Agreement or by the applicable statute of limitation. The prevailing Party in any such arbitration shall be entitled to recover from the other Party, in addition to any other remedies, all reasonable costs, attorneys’ fees and other expenses incurred by such prevailing Party.

1. TERMINATION
   1. CBH shall be entitled to terminate this Agreement immediately upon:
2. Failure by HPA to follow ethical standards and practices provided by the Better Business Bureau (BBB) Accreditation Guidelines.
3. Inability to meet industry licensing and education expectations.
   1. Either Party shall be entitled to terminate this Agreement immediately upon:
4. Suspicion of criminal activity.
5. Filing of bankruptcy proceedings against either Party.
   1. Either Party may Terminate this agreement upon giving the other Party no less than 30 days’ notice in writing.
   1. Upon termination of this Agreement, Parties shall agree on winding up procedures to gradually cease Performance of this Agreement at the earliest and most convenient time possible.
   1. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
   1. Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
6. VARIATION to the agreement

Either Party may request variations to the Agreement. The Parties shall enter into discussions to agree on any required changes, revised pricing and time for performance. Such variations will only be effective if agreed in writing by the Parties and recorded.

1. Force Majeure
   1. For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent Party in the circumstances, which is beyond the reasonable control of a Party and which makes a Party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
   1. Force Majeure shall not include any event which is caused by the negligence or intentional action of a Party or such Party’s representative or agents or employees, or by a failure to observe good professional practice.
   1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
   1. The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
   1. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.  The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
   1. A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after HPA, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
2. CONFIDENTIALITY

Neither Party shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning either Party, whether such information or matter is stated to be confidential or not, without the express written permission.

1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

1. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of CBH, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

1. NOTICES

The Parties select as their respective addresses, the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.

CAMBRIDGE BAY HEALTH: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

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HUNT PREP ACADEMY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

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1. CHANGE OF ADDRESS

Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.

1. COSTS

Each Party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.

• GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed in all respects by the Laws of the state of Florida.

IN WITNESS WHEREOF, each of the Parties has executed this Consulting Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.