This Marketing Agreement (hereinafter referred to as the “Agreement”) is made and entered the ____ day of _____ 2021 (the “Effective Date”), between Irina Borodowsky, President and CEO of Personalized Genetics Testing Inc. Located at 12855 ST Suite 101, Miami FL 33186 (hereinafter referred to as the “Company”), and Terry Hampton, President of Hampton Consulting Group, Located at 946 SE 9TH Ave Pompano Beach 33060 (hereinafter referred to as the “Service provider”).

WHEREAS, the Company is a CLIA certified laboratory that offers a range of services including but not limited to tests of nutrigenomics.

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period One Year commencing on the Effective Date herein.

  • SCOPE.
    • The Company is contracting the Service Provider to provide promotion services for the Company’s tests of nutrigenomics to the public and/or among patients.
    • The Company shall cover the shipping costs and collection of devices needed for the services covered under this Agreement

The Company charges Ninety Dollars ($90) per test. The Company shall pay the Service Provider ______ Dollars per test conducted for every referral the Service Provider brings. The Service Provider shall invoice the Company on a monthly basis, payment shall be made within ___ Days of receiving the invoice.

    • The Service Provider shall not be held liable for any legal issues arising from the use of the Company’s products and services such as medical issues and/or proprietary rights infringement issues. The Company agrees to defend and indemnify the Service Provider against all and any legal issues that may arise relating to its products and services.
    • The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 

The Service Provider agrees to keep the Company’s confidential information such as trade secrets, formulas or any details pertaining the Company that may be communicated to the Service Provider for the purpose of this Agreement confidential. The Service Provider shall not use the said information without prior written consent by the Company except;

  • The information is required by law.
  • The information is already in the public domain.

The Parties acknowledge that either Party can terminate/cancel this Agreement at any time provided that they issue a 15 Day Written Notice on the same.

    • This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
    • This Agreement shall be governed by and construed in accordance with the laws of Florida, USA. Exclusive jurisdiction and venue shall be in Florida, USA.
    • This Agreement shall be binding upon and inure to the benefit of the Company and the Service Provider and their respective successors and assigns, provided that the Service Provider may not assign any of their obligations under this Agreement without the Company’s prior written consent. 
    • Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

COMPANY: _____________            ________________________                 ___________

                        (SIGNATURE)                  (NAME)                                             (DATE)

SERVICE PROVIDER: _____________        ________________________              ___________

                                          (SIGNATURE)                           (NAME)                               (DATE)

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