Procurement Agency Agreement

This Procurement Agency Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between goJILLIAN, Inc., a Delaware corporation with offices at 5513 W 11000 N, Highland, UT 84003 ("goJILLIAN"), and [PRACTICE LEGAL NAME], a [STATE] [ENTITY TYPE] with offices at [PRACTICE ADDRESS] (the "Practice"). goJILLIAN and the Practice are each a "Party" and together the "Parties."

Recitals

A. The Practice purchases clinical and operational supplies from distributors, manufacturers and online vendors (each a "Vendor"), in some cases under pricing negotiated between the Practice and the Vendor and accessible only through the Practice's own Vendor accounts.

B. goJILLIAN provides procurement management services performed in substantial part by JILLIAN, an autonomous software agent operated by goJILLIAN ("JILLIAN").

C. The Practice wishes to appoint goJILLIAN as its agent for the limited purpose of sourcing, placing and managing supply orders on the Practice's behalf, and goJILLIAN wishes to accept that appointment on the terms below.

Definitions

Capitalized terms have these meanings, and are further described in the Sections cited.

• Designated Approver: an individual named in Schedule A under Section 5.1.
• Fee Payment Method: the credit or debit card designated for management fees under Section 4.7.
• Managed Order: one purchase order placed with one Vendor by goJILLIAN under this Agreement (Section 2.2).
• Managed Spend: the amount on which the management fee is calculated (Section 4.2).
• Normal Ordering Pattern: the baseline Order Cycle total used to identify unusual orders (Section 5.2).
• Order Cycle: one Shopping List submitted by the Practice, which may result in Managed Orders with one or more Vendors (Section 2.2).
• Procurement Mailbox: the Practice-owned mailbox described in Section 3.4.
• Reconciliation Period and Servicing Period: the post-termination periods in Section 10.4.
• Shopping List: the Practice's list of items and quantities to be ordered (Section 5.2).
• Vendor: as defined in Recital A.
• Vendor Payment Method: the payment method or Vendor terms used to pay a Vendor (Section 4.7).

1. Appointment and Scope of Agency

1.1 Appointment. The Practice appoints goJILLIAN as its Authorized Procurement Agent for the purposes set out in this Agreement, and goJILLIAN accepts that appointment. goJILLIAN acts as the Practice's agent and, as an independent contractor, performs the Practice's purchasing function at the Practice's direction, in place of the Practice's own purchasing personnel. The Practice directs goJILLIAN to access and use the Practice's Vendor accounts on its behalf, and access by goJILLIAN under this Agreement is access by the Practice through its agent. goJILLIAN's authority under this Agreement does not depend on any Vendor's consent. The Practice is and remains the principal, the purchaser, and the customer of record in every transaction placed under this Agreement.

1.2 Authority granted. Subject to Section 5 (Approval Thresholds) and the permissions elected in Schedule B, goJILLIAN is authorized to, on the Practice's behalf: (a) identify, price and compare supply items across Vendors; (b) place, modify and cancel orders; (c) accept the ordinary terms of an individual Managed Order concerning price, quantity, shipping, returns and payment, but not accept or modify any term governing account access, credential sharing, delegation, automation, data use, dispute resolution, exclusivity, renewal or any continuing commitment without a Designated Approver's prior written approval; (d) communicate with Vendors, including Vendor sales representatives; (e) process returns, credits, backorders and substitutions in accordance with Section 6; (f) access, maintain and administer Vendor accounts in accordance with Section 3; and (g) access the Procurement Mailbox in accordance with Section 3.4.

1.3 Authority withheld. goJILLIAN has no authority to: (a) enter into contracts binding the Practice other than individual purchase orders in the ordinary course; (b) negotiate or execute a Vendor master agreement, group purchasing agreement or multi-year commitment on the Practice's behalf without the Practice's prior written consent; (c) access or make use of any Practice bank account, merchant account or line of credit, other than (i) the Vendor Payment Method stored on or designated for the Practice's own Vendor account, used only for that Vendor's Managed Orders, and (ii) the Fee Payment Method, used only as Section 4 provides; or (d) make any clinical decision or any determination as to the suitability of a product for patient care, which remain exclusively the Practice's responsibility.

1.4 Vendor communications and evidence of authority. goJILLIAN is not required to notify any Vendor of its appointment under this Agreement. Whenever goJILLIAN or its personnel communicate with a Vendor's personnel, by any means, goJILLIAN will state that it is acting on the Practice's behalf, will not represent itself or any of its personnel as an employee of the Practice, and will answer truthfully any Vendor inquiry about its role. In automated interactions with Vendor systems, including checkout and account forms, goJILLIAN and JILLIAN will not state that they are employees of the Practice. The Practice will sign the authorization letter in Schedule E, and authorizes goJILLIAN to furnish it, or a copy or extract of this Agreement, to any Vendor that requests evidence of goJILLIAN's authority.

1.5 Scope — verticals. This Agreement covers the Practice's dental supply procurement and, only to the extent elected in Schedule B, its medical and veterinary supply procurement. Sections 11 and 12 add requirements specific to medical and veterinary items and govern where they differ from the general terms.

1.6 Exclusive purchasing agent. During the term, goJILLIAN is the Practice's exclusive agent for purchasing the supplies this Agreement covers. The Practice will submit its supply needs to goJILLIAN as Shopping Lists and will not place orders for those supplies directly or through any other party, except: (a) from the time a Vendor restricts, suspends or closes the account, blocks goJILLIAN's access, or gives written notice objecting to goJILLIAN's access under Section 3.8, until the Parties agree in writing that goJILLIAN may resume ordering from that Vendor; (b) where goJILLIAN confirms it cannot meet a delivery date the Practice needs for patient care; (c) for capital equipment and third-party services excluded from Managed Spend under Section 4.3; and (d) for supplies goJILLIAN cannot procure because the Practice has withheld or revoked a permission under Section 3 or Schedule B that is reasonably required for them, while that permission is withheld. Orders the Practice places under these exceptions are not Managed Orders and carry no management fee. The Practice may continue to work with any Vendor sales representative, and goJILLIAN's services do not displace that relationship.

2. Services

2.1 Managed procurement. goJILLIAN will source, price, place and track supply orders designated by the Practice as managed ("Managed Orders"), and will report on them in accordance with Section 2.3.

2.2 Designation. Orders are Managed Orders when placed by goJILLIAN under this Agreement. Orders the Practice places directly are not Managed Orders and are not included in Managed Spend under Section 4, whether or not goJILLIAN sourced or priced the items. Each Order Cycle may include Managed Orders with one or more Vendors. goJILLIAN assigns each Managed Order an order identifier and links it to the Vendor's confirmation and invoice. A Vendor invoice or charge that is not linked to a Managed Order identifier is not Managed Spend. If an invoice or charge is linked to a Managed Order in error, goJILLIAN will refund any fee charged on it as soon as the error is identified, whether by goJILLIAN or through a dispute under Section 4.10.

2.3 Reporting. With each management fee charge, goJILLIAN will provide a receipt listing the Vendor confirmations it covers, the Managed Spend, and the fee. Each month goJILLIAN will provide a statement, in PDF and CSV form, listing every Managed Order, Vendor invoice, credit, adjustment and fee in the month, and the savings goJILLIAN has verified. goJILLIAN will also provide periodic reports of pricing and savings. Every price figure in a receipt, statement or report resolves to an underlying record, which goJILLIAN will produce on the Practice's request. Savings figures are revised when the underlying Managed Spend changes.

2.4 Personnel. goJILLIAN performs the Services through JILLIAN and through goJILLIAN personnel. goJILLIAN remains responsible for the acts and omissions of both.

3. Vendor Accounts and Credential Stewardship

3.1 Separate permissions. Each permission in this Section 3 is granted separately. The Practice elects which permissions to grant in Schedule B and may grant, withhold, or revoke any of them independently of the others at any time on written notice. Granting one permission does not imply any other.

3.2 Practice credentials. Where the Practice grants this permission, the Practice authorizes goJILLIAN to receive, store and use the Practice's Vendor account credentials for the purposes of this Agreement. The Practice represents it has authority to grant that access. goJILLIAN will store credentials in encrypted form in a secured credential store, limit access to personnel and systems with an operational need, and maintain a record of access.

3.3 Opening new Vendor accounts. Where the Practice grants this permission, goJILLIAN may open new Vendor accounts in the Practice's name and on the Practice's behalf, each only with a Designated Approver's prior approval of that Vendor. Each new account uses the Procurement Mailbox as its email address and the Practice's own Vendor Payment Method or Vendor terms. The Practice will sign any credit application and provide any tax identification, license or exemption certificate the Vendor requires. The Practice is the account holder and customer of record on every such account. goJILLIAN will provide the Practice a current list of accounts opened under this Section on request and not less than monthly, in the statement under Section 2.3.

3.4 Procurement Mailbox. Where the Practice grants this permission, the Practice will maintain an email mailbox that it owns and uses only for its Vendor accounts (the "Procurement Mailbox"), and grants goJILLIAN delegated access to it. That access is read-only: goJILLIAN may read messages but may not send from, delete messages in, or create or change rules in the Procurement Mailbox. goJILLIAN will access it only through a named goJILLIAN identity protected by multi-factor authentication, will log each access, and will use its contents only to perform this Agreement. goJILLIAN will confirm the access works before each Order Cycle and will notify the Practice the same day if access is lost. The Practice may revoke this access at any time; if it does, goJILLIAN will notify the Practice of any service affected. goJILLIAN will not submit Procurement Mailbox contents to any third-party or externally hosted artificial intelligence model.

3.5 Account email address. goJILLIAN will not place any goJILLIAN-controlled email address on a Vendor account held in the Practice's name. Where the Practice grants this permission, goJILLIAN may change the email address on an existing Practice Vendor account to the Procurement Mailbox, but only where goJILLIAN has confirmed that the change will not disrupt the account; otherwise goJILLIAN may add the Procurement Mailbox as a notification address where the Vendor supports it. The Practice may change any Vendor account email address to an address of its choosing at any time, without cause and without notice to goJILLIAN, and goJILLIAN will not reverse such a change.

3.6 Password rotation. Where the Practice grants this permission, goJILLIAN may rotate passwords on Vendor accounts covered by this Agreement, and will make the current credential available to the Practice on request at all times. This permission is separate from Section 3.5 and may be granted without it. goJILLIAN will not change a Vendor account's multi-factor authentication method in a way that removes the Practice's own ability to sign in. In no event may goJILLIAN set a credential in a way that denies the Practice access to its own Vendor account.

3.7 goJILLIAN-owned Vendor accounts. [Reserved.] goJILLIAN will not place any Managed Order for the Practice through a Vendor account held in goJILLIAN's own name unless the Parties first amend this Agreement in writing to permit it.

3.8 Vendor terms and account restrictions. The Practice acknowledges that Vendor terms of service may purport to restrict account access, automated access, or delegation of account operation, and that a Vendor may restrict or close a Practice account because an agent operates it. goJILLIAN will access the Practice's Vendor accounts as this Agreement provides, at the Practice's direction. goJILLIAN will not use any technical means to get around a Vendor's block of its access. If a Vendor restricts, suspends or closes a Practice account, blocks goJILLIAN's access, or gives written notice objecting to it, goJILLIAN will notify the Practice within one (1) business day, and the Parties will decide together how to respond, including whether to challenge the Vendor's action; until they agree in writing that goJILLIAN may resume, goJILLIAN will place no Managed Orders with that Vendor and the Practice may purchase directly from it under Section 1.6(a).

3.9 Revocation. Except for access to the Procurement Mailbox, which the Practice may revoke immediately under Section 3.4, revocation of any permission under this Section takes effect within two (2) business days of written notice. goJILLIAN will confirm the revocation in writing and identify any account affected.

4. Fees

4.1 Management fee. The Practice will pay goJILLIAN a management fee equal to ____ percent (___%) of Managed Spend, charged as Section 4.4 provides. The fee is consideration for the procurement management services goJILLIAN provides to the Practice. It is not a markup on goods. goJILLIAN does not buy goods for resale to the Practice; the Practice buys directly from each Vendor.

4.2 Managed Spend. "Managed Spend" means the landed total of a Managed Order: the price of the items purchased, plus shipping, freight and handling charged by the Vendor, excluding sales, use and other transaction taxes, and net of returns, refunds, credits and allowances, which are credited to the Practice when received. For the fee charged under Section 4.4, Managed Spend is measured from the Vendor's order confirmation linked to the Managed Order under Section 2.2. Once the linked Vendor invoice is issued, Managed Spend is the invoiced amount, measured as of the invoice date in the Practice's local time, and any difference is adjusted under Section 4.9.

4.3 Exclusions. Managed Spend does not include: orders the Practice places directly; capital equipment; third-party service charges; or taxes of any kind.

4.4 Payment for goods and charging of the fee. The Practice pays each Vendor directly, through the Vendor Payment Method on its own Vendor account or under its own Vendor terms; goJILLIAN does not pay for the Practice's goods. Before placing the Managed Orders in an Order Cycle, goJILLIAN obtains one authorization on the Fee Payment Method for the estimated management fee on that Order Cycle; if the authorization is declined, no order in the Order Cycle is placed and goJILLIAN will notify the Practice. When the Vendors confirm the Managed Orders, goJILLIAN charges the management fee on the Managed Spend shown in the Vendors' confirmations, excluding transaction taxes, once per Order Cycle, itemized by Managed Order, whether the Vendor Payment Method is a card or Vendor terms. goJILLIAN captures the lesser of that fee and the authorized amount; any excess, and any difference between the confirmed totals and the Vendors' final invoices, is applied under Section 4.9. If a Vendor rejects a Managed Order, no fee is charged on it. If an authorization expires before capture, goJILLIAN may obtain a new authorization for the fee; if that authorization is declined, goJILLIAN will notify the Practice the same day, the fee becomes due and goJILLIAN may charge it separately to the Fee Payment Method after sending the Practice an itemized notice, and goJILLIAN will place no further Managed Orders until it is paid. Each fee charge carries a unique identifier tied to its Order Cycle, so the same Managed Spend cannot be charged twice. goJILLIAN extends no credit for goods and does not hold or advance Practice funds. No late fee, interest or finance charge applies under this Agreement.

4.5 No Vendor-side compensation. goJILLIAN represents and warrants that, in connection with the services provided to the Practice under this Agreement, goJILLIAN does not and will not solicit, receive, or accept from any Vendor, manufacturer, distributor or other supplier any rebate, commission, discount retained by goJILLIAN, marketing or placement fee, administrative fee, promotional allowance, or other remuneration of any kind, whether in cash or in kind. One hundred percent (100%) of goJILLIAN's compensation under this Agreement is paid by the Practice. Any discount, rebate, credit, allowance, reward or loyalty point that a Vendor extends, and any card reward earned on the Practice's own Vendor Payment Method, in connection with a Managed Order belongs to the Practice and will be passed through to the Practice in full.

4.6 Nature of the fee. The Parties intend the fee under Section 4.1 to be fair market value compensation for management services actually rendered to the Practice, determined in advance, and not to vary with the volume or value of any referral or any business otherwise generated between the Parties and any third party. The fee is not, and is not intended to be, remuneration for the referral or arranging of any item or service reimbursable by a Federal or State health care program.

4.7 Payment methods. The Practice will designate in Schedule A (a) for each Vendor, the payment method or Vendor terms used to pay that Vendor (the "Vendor Payment Method"), and (b) a credit or debit card for management fees (the "Fee Payment Method"), and will keep both current. goJILLIAN may use a Vendor Payment Method solely to pay that Vendor for Managed Orders, and may charge the Fee Payment Method solely for management fees and adjustments under Section 4.9. goJILLIAN does not add any surcharge for card processing.

4.8 Fee changes. The ____ percent (___%) management fee rate may be changed only by a written amendment signed by both Parties. No change applies to a Shopping List submitted before the amendment takes effect.

4.9 Adjustments. Where Managed Spend changes after a fee is charged, including through a final Vendor invoice that differs from the confirmed total, a later freight charge, partial shipment, Vendor rebill, return, refund or credit, goJILLIAN will recalculate the fee on the corrected Managed Spend and apply the difference, itemized, to the next fee charge. If a credit to the Practice is not used against a fee charge within thirty (30) days, goJILLIAN will refund it to the Fee Payment Method. If an amount owed to goJILLIAN is not collected through a fee charge within thirty (30) days after it becomes final, goJILLIAN may charge it separately to the Fee Payment Method after sending the Practice an itemized notice. goJILLIAN will not charge a management fee more than once on the same Managed Spend. Where a Vendor replaces a returned or defective item that was already Managed Spend, the replacement is not additional Managed Spend and carries no additional fee.

4.10 Questions and disputes. goJILLIAN will send each monthly statement within five (5) business days after the month ends. The Practice may dispute any line of a receipt or statement within thirty (30) days after goJILLIAN sends it by email to a Designated Approver or to the Practice's notice address in Schedule A, unless the message is returned as undeliverable. Receipts and statements are operational communications, not notices under Section 16.4. goJILLIAN will review each dispute against the underlying records and correct any error at the next fee charge or by refund.

5. Approval Thresholds and Practice Control

5.1 Designated Approver. The Practice will name one or more individuals authorized to give approvals and change settings under this Agreement (each a "Designated Approver") in Schedule A, and will keep that designation current. goJILLIAN may rely on an instruction from a Designated Approver as an instruction of the Practice.

5.2 Approval by Shopping List. The Practice's submission of a Shopping List, by a Designated Approver or another person the Practice authorizes in Schedule A, is the Practice's approval for goJILLIAN to place the resulting Managed Orders, subject to Sections 5.3, 6 and 11.5. goJILLIAN will ask a Designated Approver to confirm an Order Cycle before placing it only where its estimated total, excluding transaction taxes, is more than twenty-five percent (25%) above the Practice's Normal Ordering Pattern, or such other percentage as the Practice sets in Schedule A. The "Normal Ordering Pattern" is the average Order Cycle total over the preceding twelve (12) months, or all available history if shorter, counting each Shopping List as one Order Cycle and excluding capital equipment and any one-time purchases identified in Schedule A. It is calculated separately for each Covered Location unless Schedule A consolidates locations. Until the Practice has eight (8) Order Cycles with goJILLIAN, it is calculated the same way from the purchase history the Practice provided, counting each order date as one Order Cycle. If no history is available, the Practice's first Order Cycle is confirmed before placement and sets the initial baseline. An unusual Order Cycle that has not been confirmed is held, and goJILLIAN will remind the Designated Approver each business day until it is confirmed or cancelled.

5.3 Standing limits. The Practice may set, in Schedule A, a per-order limit, a periodic spend cap, restricted categories, any item goJILLIAN may not purchase without approval, a maximum number of Vendors per order cycle (four unless the Practice sets otherwise), and a minimum saving, after that Vendor's own shipping, before goJILLIAN adds a Vendor to an order cycle (twenty-five dollars ($25) unless the Practice sets otherwise). goJILLIAN will honor those limits.

5.4 Practice override. The Practice may cancel, modify or override any pending Managed Order at any time before it is placed with the Vendor, and goJILLIAN will use reasonable efforts to effect a cancellation or change after placement.

6. Substitutions

6.1 Permitted substitutions. Where an item is unavailable, backordered, or discontinued, goJILLIAN may substitute an item that is the same manufacturer and the same item in a different pack size, or an identical item from a different Vendor, and will report the substitution in the next report under Section 2.3.

6.2 Substitutions requiring approval. goJILLIAN will not substitute an item of a different manufacturer or a different brand, a different formulation, or any item requiring clinical judgment as to equivalence, without the prior approval of a Designated Approver. The Practice, not goJILLIAN, determines clinical equivalence.

6.3 Price-increase substitution limit. goJILLIAN will not place a substitute item at a unit price more than five percent (5%) above the price of the item ordered without approval.

7. Preferred Vendor

7.1 Designation. The Practice may designate one preferred Vendor in Schedule A. Where a preferred Vendor is designated, goJILLIAN will give that Vendor's offering preference in sourcing on the terms stated in Schedule A.

7.2 Changes. A preferred Vendor designation is set at onboarding and may be changed only by a Designated Approver. goJILLIAN will maintain a record of each designation and each change, including the date and the individual who made it, and will make that record available to the Practice on request.

7.3 Effect in reporting. Reports under Section 2.3 will state the effect of the preferred Vendor designation on pricing and sourcing.

8. Agent Disclosure

8.1 Practice-facing. goJILLIAN will disclose that JILLIAN is an autonomous software agent operated by goJILLIAN. The disclosure will appear in the first message of each new communication thread JILLIAN initiates with the Practice's personnel, and in a persistent line in the signature block of every message JILLIAN sends.

8.2 Anti-phishing. Communications from JILLIAN to the Practice will state that goJILLIAN will never ask the Practice to send passwords, card numbers or banking changes by email or text message. Credentials and payment methods are provided only through goJILLIAN's secure onboarding channel or the payment processor's hosted page.

8.3 Vendor-facing. Section 1.4 governs disclosure of the agency relationship to Vendors.

9. Data

9.1 Practice Data. "Practice Data" means invoices, purchase records, order history, pricing, account credentials, Procurement Mailbox contents, and other information the Practice provides to goJILLIAN or that goJILLIAN obtains from a Vendor account or the Procurement Mailbox on the Practice's behalf. As between the Parties, Practice Data is and remains the Practice's property.

9.2 Permitted use. goJILLIAN may use Practice Data to perform the services, to operate and improve goJILLIAN's systems as set out in Section 9.4, and to generate de-identified pricing information as set out in Section 9.5.

9.3 No sale or brokering. goJILLIAN will not sell, rent, broker or trade Practice Data. goJILLIAN will not disclose Practice Data to any Vendor, manufacturer or distributor except as necessary to place or administer a Managed Order for the Practice.

9.4 Use in goJILLIAN's own systems. goJILLIAN may use purchase records, pricing data and operational records to operate and improve goJILLIAN's own software systems, operated on goJILLIAN-controlled infrastructure. goJILLIAN will not use credentials or other authentication information, payment information, Procurement Mailbox message content, or patient-identifying information to train or improve any model or system. goJILLIAN does not submit Practice Data to any third-party or externally hosted artificial intelligence model for training.

9.5 De-identified network pricing. The Practice acknowledges and agrees that pricing derived from the Practice's purchase records may be used, in de-identified form, as a comparison point in services goJILLIAN provides to other practices. goJILLIAN will not disclose, in any form provided to another practice or to any third party, the Practice's identity, the Practice's name, or information from which the Practice's identity can reasonably be determined.

9.6 Credential security. goJILLIAN stores Vendor account credentials in a self-hosted credential vault running on goJILLIAN-controlled hardware, reachable only over goJILLIAN's private network and not exposed to the public internet. Each credential is encrypted with AES-256 on the authorized user's device before transmission; the server holds ciphertext only, and the decryption key is derived from the account holder's master password and is never stored on the server. Server administration does not confer the ability to decrypt. Access to stored credentials in plaintext is limited to named goJILLIAN personnel holding vault accounts. Changes to and sharing of stored credentials are event-logged. Vault backups are encrypted and held on a defined retention schedule.

9.7 Patient information. The Practice will not provide goJILLIAN with protected health information, and goJILLIAN does not require it to perform the services. goJILLIAN applies an automated screen to remove patient-identifying content from any material before it leaves goJILLIAN-controlled infrastructure. If material goJILLIAN receives from a Vendor, including through the Procurement Mailbox, contains patient-identifying information, goJILLIAN will restrict access to it, will not use it, will delete it within seven (7) days of detection, and will log the deletion. Orders whose documents identify patients, including dental laboratory case orders, are not Managed Orders until goJILLIAN gives the Practice written notice that its patient-information safeguards for such orders are operational and any business associate agreement required under this Section has been executed; after that, the Parties may include them by written agreement. [If counsel determines that goJILLIAN's access to the Procurement Mailbox makes it a business associate of the Practice, the Parties will execute the business associate agreement in Schedule F before goJILLIAN first accesses the Procurement Mailbox.]

9.8 Incident notification. goJILLIAN will notify the Practice without unreasonable delay, and in any event within three (3) days, of any confirmed unauthorized access to or acquisition of Practice Data.

9.9 Confidentiality. Each Party will protect the other's confidential information with at least reasonable care and will not use it except to perform this Agreement. goJILLIAN's pricing methodology, sourcing data and comparison outputs are goJILLIAN's confidential information.

10. Term and Termination

10.1 Term. This Agreement begins on the Effective Date and continues until terminated under this Section. There is no minimum term, no membership or subscription fee, and no recurring charge of any kind. The Practice incurs a fee obligation only when it directs a Managed Order and that order is placed. The Practice may end this Agreement at any time under Section 10.2 without cost or penalty.

10.2 Termination for convenience. Either Party may terminate this Agreement at any time on written notice, effective immediately. No cancellation fee, early-termination fee, or wind-down charge applies.

10.3 Termination for cause. Either Party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) days of notice of the breach.

10.4 Effect on orders; servicing and final settlement. On termination, goJILLIAN places no new Managed Orders. For thirty (30) days after the effective date of termination (the "Servicing Period"), goJILLIAN will complete Managed Orders placed before termination and administer returns, credits and backorders on them, and for that purpose only may continue to use the Practice's Vendor credentials and the Procurement Mailbox. For sixty (60) days after the Servicing Period ends (the "Reconciliation Period"), goJILLIAN may use them solely to retrieve records and reconcile adjustments under Section 4.9, and may not place, modify or cancel any order. At the end of the Reconciliation Period, goJILLIAN will refund any net credit to the Fee Payment Method, or charge any net fee owed, in one final transaction; net amounts under twenty-five dollars ($25) are waived. goJILLIAN's servicing and reconciliation obligations depend on the Practice keeping in place the access they require. The Practice may end either period early, for all accounts or for any account, by written notice or by revoking the access it requires; goJILLIAN will then promptly give the Practice a list of the open items affected and settle on the records available to it. Any Vendor credit or refund received after termination belongs to the Practice.

10.5 Credential disposition. goJILLIAN will cease all use of the Practice's Vendor account credentials at the end of the Reconciliation Period, or earlier as Section 10.4 provides, and will permanently delete them from the live credential store within five (5) business days after that use ends. goJILLIAN will confirm the deletion in writing. The Practice may demand deletion sooner, and goJILLIAN will comply within five (5) business days of the demand; that demand ends the Servicing and Reconciliation Periods for the affected accounts under Section 10.4. Copies held in encrypted backups are removed as those backups expire on goJILLIAN's retention schedule and are not accessed during that period. The Practice may change its own Vendor credentials at any time, during or after the term, and goJILLIAN recommends that it do so on termination.

10.6 Account disposition. On termination: (a) accounts opened under Section 3.3 remain the Practice's; (b) goJILLIAN will remove its delegated access to the Procurement Mailbox when its use ends under Section 10.4 and confirm the removal in writing; (c) goJILLIAN will provide the Practice a list of all Vendor accounts covered by this Agreement and their status; and (d) for each Vendor to which goJILLIAN furnished the Schedule E authorization, goJILLIAN will notify that Vendor in writing when its authority for that Vendor ends, and give the Practice a copy of the notice.

10.7 Data disposition. During the Servicing Period and Reconciliation Period, goJILLIAN may retain and use Practice Data only as Section 10.4 permits. The Practice may request an export of its purchase and order records in a commercially reasonable electronic format at any time until thirty (30) days after the Reconciliation Period ends. After those periods end, or earlier if ended under Section 10.4, and after completing any timely export request, goJILLIAN will delete or de-identify Practice Data, except: (a) de-identified pricing already incorporated under Section 9.5, which is not retrievable to the Practice and survives; and (b) records goJILLIAN is required to retain by law or for ordinary archival and audit purposes. Sections 10.5 and 10.6 govern credentials and Procurement Mailbox access.

10.8 Survival. Sections 1.4, 3.4 (last sentence), 4.5, 4.9, 4.10, 9.1 and 9.3 through 9.9, 10.4 through 10.8, 11.7, 13, 14, 15, and 16.4 through 16.8 survive termination.

11. Medical Procurement

11.1 Scope. goJILLIAN's appointment under Section 1.1 extends to the Practice's medical supply procurement on the same terms as dental procurement, including Sections 2 through 10. Medical items ordered under this Agreement are Managed Orders and are included in Managed Spend under Section 4.2.

11.2 Practice licensure. The Practice represents and warrants that it holds, and will maintain throughout the term, every license, registration, permit and certification required for it to purchase and possess the items it directs goJILLIAN to procure, including where applicable a state medical or professional license, a state wholesale distributor or facility license, and a DEA registration. The Practice will provide goJILLIAN with current copies in Schedule D and will notify goJILLIAN within five (5) days of any lapse, suspension, restriction or non-renewal.

11.3 Purchases under Practice licensure. Where a Vendor conditions purchase on the buyer's licensure, goJILLIAN purchases as the Practice's agent against the Practice's own license or registration, and will furnish the Practice's licensure information to that Vendor for verification. goJILLIAN does not hold and does not purport to hold any such license or registration in its own name. For the avoidance of doubt, even if Section 3.7 is later amended to permit goJILLIAN-owned Vendor accounts, it will not apply to any item whose purchase is conditioned on buyer licensure; those items are ordered only under the Practice's own account and licensure.

11.4 License-gated categories. The following are ordered only where Schedule D records current verification of the Practice's authority to purchase them, and only through the Practice's own Vendor account under Section 11.3: (a) controlled substances and listed chemicals; (b) prescription pharmaceuticals and biologics; (c) items requiring DEA registration or a state pharmacy or wholesale distributor license; and (d) radiopharmaceuticals and items subject to radiation-source licensing. goJILLIAN will reject any order in these categories where Schedule D verification is absent or lapsed, and will notify the Practice. Controlled substances and listed chemicals are not Managed Orders until goJILLIAN confirms to the Practice in writing, on the advice of counsel, the authority under which it may order them on the Practice's behalf.

11.5 Ordering controls. For items in Section 11.4, every order requires the affirmative prior approval of a Designated Approver, regardless of value. goJILLIAN will not substitute any item in these categories under Section 6 without approval.

11.6 Devices. Devices classified as Class III under 21 CFR Part 860, implantable devices, and devices subject to Unique Device Identification requirements may be ordered as Managed Orders. goJILLIAN will record and retain the device identifier information the Vendor supplies and make it available to the Practice. The Practice remains responsible for its own device tracking, implant logging and patient-level recordkeeping obligations.

11.7 Traceability and recalls. goJILLIAN will preserve the transaction information, history and statements a Vendor provides with an order, including lot and serial data where supplied, and will make them available to the Practice. goJILLIAN will forward any Vendor or manufacturer recall, withdrawal or safety notice it receives to the Practice within four (4) business hours of receipt. Responding to a recall, including patient notification, is the Practice's responsibility.

11.8 Clinical determinations. Section 1.3(d) and Section 14.3 apply in full to medical items. goJILLIAN makes no determination as to the suitability, equivalence or safety of any medical product.

12. Veterinary Procurement

12.1 Scope. goJILLIAN's appointment under Section 1.1 extends to the Practice's veterinary supply procurement on the same terms, including Sections 2 through 10. Veterinary items ordered under this Agreement are Managed Orders and are included in Managed Spend.

12.2 Practice licensure. Section 11.2 applies, and the Practice additionally represents that it holds every state veterinary license, state board registration, and DEA registration required for the items it directs goJILLIAN to procure.

12.3 License-gated categories. Section 11.4 applies to veterinary controlled substances, veterinary prescription pharmaceuticals, and prescription-only therapeutic diets and biologics, and Section 11.5 applies to ordering them.

12.4 Biologics. Veterinary vaccines and other biologics licensed by the USDA Center for Veterinary Biologics may be subject to state-level distribution and handling restrictions. These are ordered only under the Practice's own Vendor account and licensure under Section 11.3. goJILLIAN will record cold-chain and handling information the Vendor supplies; the Practice is responsible for storage and handling on receipt.

12.5 Veterinary-client-patient relationship. goJILLIAN makes no determination regarding, and takes no part in, the veterinarian-client-patient relationship or any prescribing decision. Section 11.8 applies.

13. Representations

13.1 By the Practice. The Practice represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the Vendor credentials, Vendor accounts and Procurement Mailbox it provides are its own and valid, and it has authority to grant goJILLIAN the access it grants; (c) to its knowledge after reasonable inquiry, it is not prohibited by any agreement with a Vendor, a group purchasing organization, a dental support organization or any other party from appointing an agent to purchase on its behalf, or, if it is, it has disclosed that restriction to goJILLIAN in writing; and (d) it will keep its Designated Approver list current.

13.2 By goJILLIAN. goJILLIAN represents and warrants that: (a) it has full authority to enter into this Agreement; (b) it will perform the services with reasonable care and skill; and (c) Section 4.5 is and will remain true throughout the term.

14. Limitation of Liability

14.1 No Vendor guarantee. goJILLIAN does not control Vendors and is not liable for Vendor price changes, stock-outs, backorders, discontinuations, shipping delays, product defects, recalls, or a Vendor's refusal to honor pricing. Product warranties, if any, run from the Vendor or manufacturer to the Practice.

14.2 No savings guarantee. goJILLIAN does not guarantee any particular level of savings or any particular price.

14.3 Clinical responsibility. The Practice is solely responsible for determining the suitability of any product for its clinical use.

14.4 Exclusion of indirect damages. Neither Party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, arising out of this Agreement.

14.5 Cap. Except as provided in Section 14.6, each Party's aggregate liability arising out of this Agreement is limited to the greater of (a) the total management fees paid by the Practice to goJILLIAN in the twelve months preceding the event giving rise to the claim, or (b) fifty thousand dollars ($50,000).

14.6 Exclusions from the cap. Section 14.5 does not limit liability for: (a) a Party's indemnity obligations under Section 15; (b) goJILLIAN's breach of Section 4.5 (no Vendor-side compensation); (c) goJILLIAN's breach of Section 9 (Data), including unauthorized access to or disclosure of Practice Data or credentials; (d) either Party's gross negligence or willful misconduct; or (e) the Practice's obligation to pay amounts due.

15. Indemnity

15.1 By goJILLIAN. goJILLIAN will indemnify the Practice against third-party claims arising from goJILLIAN's gross negligence, willful misconduct, or breach of Section 4.5 or Section 9.

15.2 By the Practice. The Practice will indemnify goJILLIAN against third-party claims arising from the Practice's breach of Section 13.1, or from the Practice's clinical use of any product. The Practice has no indemnity obligation for a claim by a Vendor arising from goJILLIAN's access to or operation of the Practice's Vendor accounts under this Agreement.

16. General

16.1 Independent contractor. goJILLIAN is an independent contractor. Nothing creates a partnership, joint venture, or employment relationship. The agency created by Section 1.1 is limited to the purposes stated in this Agreement.

16.2 Assignment and change of control. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, on written notice to the other Party. The assignee is bound by this Agreement, and the permissions elected in Schedule B carry over.

16.3 Reconfirmation on change of control. Within thirty (30) days of an assignment under Section 16.2, the assignee will confirm or amend Schedule A and Schedule B in writing. goJILLIAN may suspend performance until it does.

16.4 Notices. Notices under this Agreement are given in writing by email and are effective on transmission, absent a bounce or delivery failure. Notices to goJILLIAN go to legal@gojillian.com. Notices to the Practice go to the email address for notices stated in Schedule A, which the Practice will keep current. Routine operational communications may be sent to a Designated Approver by email and are not notices under this Section. Either Party may change its notice address on written notice to the other.

16.5 Governing law and venue. This Agreement is governed by the laws of the State of Utah, without regard to conflicts of law principles. Venue for any action lies in the state or federal courts serving Utah County, Utah, and each Party consents to that jurisdiction.

16.6 Dispute resolution. Before filing any action, the Parties will attempt in good faith to resolve the dispute through direct discussion between individuals with authority to settle it, for a period of thirty (30) days following written notice of the dispute. This Section does not apply to a claim for injunctive relief or to a claim within the jurisdiction of small claims court.

16.7 Entire agreement. This Agreement, with its Schedules, is the entire agreement between the Parties on its subject matter and supersedes all prior discussions. Amendments must be in writing and signed by both Parties.

16.8 Severability. If any provision is held unenforceable, the remainder continues in effect.

16.9 Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature.

Schedule A — Practice Information

Practice legal name, d/b/a, Tax ID · Covered Locations (for each: name, street address, local time zone; state whether locations are consolidated for Section 5.2) · Designated Approvers (name, title, email, phone) · Email address for notices under Section 16.4 · Procurement Mailbox address, provider and administrator · Vendor Payment Method for each Vendor · Fee Payment Method (card) · Preferred Vendor, if any, and its effect · Standing spend limits and restricted categories · Maximum Vendors per order cycle and minimum saving per added Vendor (Section 5.3) · Persons authorized to submit Shopping Lists and the submission channel (Section 5.2) · Unusual-order percentage, if different from 25%, and any one-time purchases excluded from the Normal Ordering Pattern (Section 5.2)

Schedule B — Permissions Elected

A grant/withhold election for each of the following, initialed by a Designated Approver:

1. Store and use Practice Vendor credentials (Section 3.2)
2. Open new Vendor accounts in the Practice's name, each with Designated Approver approval (Section 3.3)
3. Delegated read-only access to the Procurement Mailbox (Section 3.4)
4. Change existing Vendor account email addresses to the Procurement Mailbox (Section 3.5)
5. Rotate passwords on Vendor accounts (Section 3.6)
6. Procure medical items (Section 11) — requires Schedule D
7. Procure veterinary items (Section 12) — requires Schedule D
8. Procure license-gated categories (Sections 11.4, 12.3) — requires Schedule D verification and per-order approval under Section 11.5

Schedule C — Vendor Accounts Covered

Vendor · account identifier · account email (Procurement Mailbox / other Practice address) · payment (card / Vendor terms) · sign-in verification method · vertical (dental / medical / veterinary) · date added

Schedule D — Licensure and Verification

Required for any medical or veterinary procurement under Sections 11 and 12. For each: license or registration type · issuing authority · number · holder of record · expiration · date verified · categories it authorizes.

State professional or facility license · state wholesale distributor license, if any · DEA registration, if any · state controlled-substance registration, if any · radiation-source license, if any · state veterinary license and board registration, if any

The Practice will update this Schedule on each renewal and on any lapse, suspension or restriction.

Schedule E — Authorization Letter

To whom it may concern: [PRACTICE LEGAL NAME] has appointed goJILLIAN, Inc. as its authorized procurement agent to place, manage and administer supply orders on its behalf through the Practice's own accounts, effective [DATE] until revoked in writing. Orders placed by goJILLIAN are orders of the Practice. Questions may be directed to [DESIGNATED APPROVER NAME, TITLE, EMAIL, PHONE].

Signed: ____________ Name and title: ____________ Date: __________

Schedule F — Business Associate Agreement

[To be provided by counsel if required under Section 9.7.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

goJILLIAN, Inc. — By: ____________________ Name: ____________________ Title: ____________________ Date: __________

[PRACTICE] — By: ____________________ Name: ____________________ Title: ____________________ Date: __________