Vendor Renewal

Purchasing Power Plus (“PPP”) and Vendor Partner (“Vendor”) hereby agrees to the terms set forth in this agreement.

1. Marketing and Referral Efforts. During the term, PPP shall undertake efforts to send its Retail Members to Vendor via online and offline methods. Vendor shall provide discounts to all participating Retail Member Stores, as defined by PPP, including but not limited to gift shops found in Hospitals, Pharmacies, Nursing Homes, Long Term Care Facilities and Rehabilitation Centers, as set forth therein. Vendor will be provided with a complete listing of participating Retail Member Stores; Included Email Addresses are provided with permission of Retail Member Stores. Vendor agrees that Retail Member contact information shall only be used by Vendor for purposes of this Agreement and shall not be sold, traded, or transferred to any third party without the prior written consent of PPP.

2. Eligibility, Discounts, Fulfillment. Vendor agrees to provide eligible Retail Member Stores with an agreed upon discount, whether such sales are made by ordering direct from the Vendor, on the PPP Marketplace, with a sales representative, or a showroom location, and to abide by membership guidelines as outlined by PPP. Each Retail Member’s facility name, billing and shipping address must match the PPP monthly Retail Member listing to be eligible for the foregoing discounts. Vendor is responsible for collecting monies for product orders and all shipments of product will be made directly to each Retail Member Store location. Vendor agrees to extend the PPP Discount to Retail Member Stores according to established verifiable pricing sheets. Vendor must offer published Opening and Reorder minimums. Vendor agrees that any new collections or product introductions made during the term of this agreement will also be discounted as set forth herein. Vendor shall provide a minimum of Net 30 Terms or better to Retail Member Stores. Vendor invoices must clearly indicate PPP discount terms on the invoice as a deduction from the total billing. Each Retail Member is assigned a unique four digit code. Vendor agrees not to assign, require or request any additional codes or special identifiers from Retail Members (different from their already assigned Retail Member Number).

3. Vendor Membership Fee. Vendor shall pay a membership fee to PPP in advance based on the specific program offering selected by Vendor. PPP and Vendor agrees that the membership fee represents the fair and reasonable value of the promotion and advertising provided to Vendor, including the inherent advertising value to Vendor created by the association with PPP, and that such compensation is to be paid without regard to the value or volume of sales that may be attributable to such advertising. PPP will share additional cost(s), as may apply, including, but not limited to events, targeted advertising and digital marketing, as such opportunities become available. All fees paid hereunder are non-refundable.

4. No Exclusivity. This Agreement shall not be construed to be a commitment by either party to work exclusively with the other party.

5. Term of Agreement; Survival. The initial term of this Agreement shall commence as of the date PPP receives the membership fee from Vendor and shall continue for the period of time for the program agreed to by Vendor, after which the agreement shall continue automatically renew, unless terminated as provided herein. Notwithstanding the forgoing, either party may terminate this Agreement at the end of the term by providing the other party with no less than sixty (60) days prior written notice. The obligations to pay outstanding fees and to indemnify shall survive the expiration or termination hereof.

6. Termination for Cause. If either party fails to comply with any of the material terms and conditions of this Agreement, the non-defaulting party may terminate this Agreement upon ten (10) days’ written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied.

7. Indemnification. Vendor agrees to indemnify, defend and hold PPP harmless from all liabilities, losses and damages resulting from the breach of any representation or warranty; the performance or non-performance of any obligations under this Agreement; or related to any sales of products to Retail Members; or the violation of any applicable law, regulation or ordinance by Vendor.

8. LIMITATION OF LIABILITY. PPP’S TOTAL CUMULATIVE LIABILITY FOR ACTUAL DAMAGES ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO COMMISSION FEES ACTUALLY RECEIVED BY PPP FROM VENDOR HEREUNDER. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE DAMAGED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

9. Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to all or substantially all of the business and assets of each party, whether by merger, sale of assets, or other agreements or operation of law. Except as provided above, neither party shall assign this Agreement or delegate any work or obligation to be performed under this Agreement, without the other party’s prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.

10. Miscellaneous. The parties are independent contractors and are not the agent, employee, partner, or joint venture partner of the other party. Neither party shall have the authority or power to act for, bind or commit the other in any way. This Agreement shall be governed by the state laws of Florida (except any provision requiring the application of another state’s laws). The prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and costs. No waiver of any breach of this Agreement shall be a waiver of any other provision of this Agreement, and no waiver shall be valid unless in writing signed by the parties. If any provision of this Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention of the parties in accordance with applicable law and the remainder of the Agreement shall remain in force. All notices and other communications provided for herein shall be in writing. Headings are for the convenience of reference only and do not alter the rights and obligations of the parties. Neither party shall be liable to the other for any delay or failure (other than the failure to pay amounts due) due to acts of God, war, transportation difficulties, labor strikes, natural disasters, riots, or acts or omissions of vendors or suppliers beyond the control of the parties. The provisions of this Agreement are not for the benefit of any third party. Provisions of this Agreement that are intended to survive this Agreement shall survive. This Agreement has been mutually drafted and no presumption relating to ambiguities in favor of one interpretation over another due to the identity of the drafting party shall arise.