For Practitioners

I. Recitals

WHEREAS; Member is a practitioner in the fields of alternative, complimentary or
wellness medicine.

WHEREAS; Wellness is a company that provides consulting and support to Member with the goal of helping Member increase revenue, decrease costs and deal with the challenge of establishing and maintaining a new business.

WHEREAS; Member desires to utilize the services provided by Wellness and Wellness has vetted the Provider and invited Him/her to become a member.

NOW THEREFORE, in consideration of the mutual promises set forth herein below Member will become an accepted provider in the Wellness group of affiliated providers.

II. Membership

1. Member is admitted as a:
   

   ___x__ MEMBER PARTICIPANT ($0/Mo)

2. The initial term of membership shall be from the date of the signature. The agreement will renew automatically for another year on the anniversary date unless one of the parties provides written notice to the other at least 30 days before the anniversary date.
3. The membership fees will remain set forth first. Thereafter they may increase subject to factors such as vendor costs but will not change until renewal period. If Member’s contract renews it agrees to pay the increase in fees. Members will know in advance if there is an increase in fees.
4. In the event that Member cancels and thereafter elects to re-enroll, Member may be subject to the same vetting process that Member initially went through, including interviewing, background and legal checks, and pay fees at the current market rate.

III. Member Benefits

5. In exchange for the compensation and consideration set out in Article II, the member will receive and is entitled to the following benefits:
   • Create a Helen practitioner profile
   • Attend periodic brainstorming/pitch sessions
   • Hear about emerging projects
   • Offer expertise
   • Meet other practitioners
   • Access selected educational content
   • Identify opportunities to participate
   • Submit ideas

IV. Termination

6. The agreement contemplates an initial one-year term and renewals of succeeding years unless cancelled per II. 2. Above. However, the agreement may be terminated for cause.
7. Wellness may terminate this agreement for cause:
   1. 1. If Member defaults in performance of the Agreement in accordance with its terms, and shall fail to cure such default within a period of ten (10) days after receipt of notice from Wellness specifying the default; or
      2. Upon Member’s ’s insolvency, bankruptcy, or suspension of business; or
      3. Immediately, if any medical license of Member is terminated or suspended; or
      4. At Wellness’ discretion if Member has any malpractice or disciplinary action brought
         against him/her; or
      5. If Member engages in any conduct deem an act of moral turpitude or an act that may jeopardize the brand of the Wellness or any acts that are considered confrontational to
         any other member or Wellness

In the event of a termination for cause the balance of the fee for that year will remain due and owing.

8. Member may terminate for any reason with a thirty (30) day advance written notice.

V. General Terms

1. 9. Member shall comply with all applicable provisions of federal, state and local equal
      employment opportunity laws, rules, regulations, and orders and with all other applicable laws,
      rules, regulations, and orders.
   10. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and shall be effective when sent by certified/return receipt requested to and addressed as
       follows:
       

       Wellness
       
       John Paul Liang
       President
       5177 Richmond Ave. #730
       Houston, TX 77056
       Member:
       
       _____________________________________
       _____________________________________
       _____________________________________
       _____________________________________

   11. The waiver by a party of a breach or any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach or of the provision itself.
   12. This Agreement is a contractual agreement only and does not purport to make the parties partners, joint venturers, or create any kind of employee-employer relationship. It is personal to the parties and shall not be assigned in whole or in part by Member without the proper written consent of Wellness.
   13. This Agreement may be amended only by an instrument in writing executed by both parties.
   14. The heading used in this Agreement are solely for convenience of reference and are not part of this Agreement and are not to be considered in construing or interpreting this Agreement.
   15. This Agreement sets forth the entire understanding of the parties with respect to the subject matter of this agreement and supersedes all prior understanding and agreements, whether written or oral, between the parties with respect to such subject matter.
   16. If any provision of this Agreement shall be invalid or unenforceable in any respect, for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be in any way impaired.
   17. From time to time each of the parties shall execute, acknowledge and delivery any instruments or documents necessary to carry out the purposes of this Agreement.
   18. The covenants, conditions and terms of this Agreement shall extend to, and be binding upon and inure to, the benefit of the heirs, personal representative, successors and, as so far as this Agreement is assignable by the term hereof, the assigns of such parties.
   19. This Agreement has been made entirely with the State of Texas. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas. If any arbitration, suit, or other action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, venue shall be in the state courts in Harris County, Texas.
   20. Any controversy or claim arising out of or related to this Agreement, including without limitation, the making, performance, or interpretation of this Agreement, shall be settled by mediation, the mediator fees split evenly between the parties. If mediation fails, the parties agree to litigate in a court of competent jurisdiction in Harris County, Texas.
   21. If any action is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to its costs and reasonable attorneys’ fees incurred herein from the non-prevailing party, in addition to such other relief as the court may deem appropriate.