Independent Sales Representative Agreement

Version: v1-2026-10 · Effective: on the date Elite BiologixMD approves the Representative’s application and activates the Representative’s account.

This Independent Sales Representative Agreement (the “Agreement”) is made between Elite Biologix, LLC, a limited liability company trading as Elite BiologixMD, reachable at providers@elitebiologixmd.com (“EBMD”), and the individual identified in the application and electronic signature record that accompanies this Agreement (the “Representative”). Elite BiologixMD is a trading name only; the contracting party is Elite Biologix, LLC, and every reference to EBMD means that entity.

Please read this Agreement carefully. It explains how you are paid, when commission is reversed, and the compliance rules you must follow. By typing your full legal name and checking the acceptance box, you agree to be bound by it.

1. Definitions

1.1 “Active.” The Representative’s status in EBMD’s records is “active.” Any other status (including “pending,” “inactive,” or “terminated”) is not Active.

1.2 “Assigned Clinic.” A Clinic that EBMD’s records show as assigned to the Representative under Section 5.

1.3 “Clinic.” A licensed healthcare provider, licensed clinic or practice, or qualified institution that holds an approved EBMD provider account and buys from EBMD under EBMD’s Provider Terms and Conditions (the “Provider Agreement”).

1.4 “Clinic Price.” The provider price EBMD publishes for a product or product variation on its online store at elitebiologixmd.com. Where the store shows a crossed-out price next to the provider price, the crossed-out price is the retail reference price and is not the Clinic Price.

1.5 “Commission.” The amount calculated under Section 6 and Schedule A.

1.6 “Commission Month.” The calendar month in which an order becomes a Paid Order.

1.7 “Federal or State Health Care Program.” Medicare, Medicaid, TRICARE, CHAMPVA, the Federal Employees Health Benefits Program, and any other plan or program funded in whole or in part by the United States government or by any state, as well as any health care program that is a “Federal health care program” under 42 U.S.C. § 1320a-7b(f).

1.8 “House Account.” A Clinic that is not assigned to any representative. No Commission is earned on a House Account.

1.9 “Paid Order.” An order that EBMD has accepted, for which EBMD has received payment in full, and whose status in EBMD’s order system is “processing” or “completed.”

1.10 “Portal.” The password-protected representative area of EBMD’s website, where EBMD publishes the Rep Price Sheet, the Representative’s statements, and program materials.

1.11 “Program Rules.” EBMD’s plain-language summary of the representative program, as updated under Section 22. If the Program Rules and this Agreement conflict, this Agreement controls.

1.12 “Rep Code.” The unique code EBMD issues to the Representative under Section 4.

1.13 “Rep Cost.” For each product or product variation, the per-unit amount stated as “Rep cost” on the Rep Price Sheet.

1.14 “Rep Price Sheet.” EBMD’s confidential schedule, published in the Portal, that lists for each product the Clinic Price, the Rep Cost, and the per-unit Commission at the Clinic Price.

1.15 “Rep Share.” The percentage of calculated Commission payable to the Representative. The Rep Share is 100% unless EBMD and the Representative agree a different percentage in a signed written addendum.

1.16 “Reversal Event.” A refund (full or partial), cancellation, void, chargeback, payment dispute, or payment reversal of a Paid Order, or a determination by EBMD that a Paid Order was fraudulent or was obtained in breach of this Agreement.

2. Appointment and Independent Contractor Status

2.1 Appointment. EBMD appoints the Representative, on a non-exclusive basis, to introduce Clinics to EBMD. Any territory stated in the Representative’s application is for EBMD’s information only and does not grant any exclusive right. EBMD may appoint other representatives anywhere and may sell directly to any Clinic.

2.2 Independent contractor. The Representative is an independent contractor and not an employee, partner, joint venturer, franchisee, or agent of EBMD. The Representative controls the manner, means, hours, and location of the Representative’s work. EBMD will not withhold income or employment taxes and will not provide wages, benefits, insurance, workers’ compensation, unemployment insurance, or expense reimbursement. The Representative pays all of the Representative’s own expenses unless EBMD agrees in advance and in writing to reimburse a specific expense.

2.3 Other business. The Representative may engage in other business activities, provided that doing so does not breach Sections 12 through 15.

2.4 Business licenses. The Representative is responsible for obtaining any business license or registration the Representative needs, including any pharmaceutical or medical sales representative license or registration required by a state or local government where the Representative works.

3. No Authority to Bind EBMD

3.1 The Representative has no authority to make any contract, commitment, promise, representation, or warranty on behalf of EBMD. Without limitation, the Representative may not: (a) accept any order; (b) quote any price other than the published Clinic Price; (c) grant any discount, rebate, credit, payment term, or special price; (d) waive or vary any term of the Provider Agreement; (e) collect, receive, or hold any payment for EBMD; (f) take possession of, store, sell, or deliver any product; or (g) make any statement about a product beyond EBMD’s approved materials.

3.2 Clinics buy directly from EBMD under the Provider Agreement. Every account application and order is subject to EBMD’s acceptance, which EBMD may refuse for any lawful reason. No Commission is earned on a refused application or order.

3.3 The Representative must identify himself or herself to Clinics as an independent sales representative of Elite BiologixMD and must not claim to be an employee or officer of EBMD.

4. Rep Code

4.1 On approval, EBMD issues the Representative a Rep Code in the format “R-” followed by a number (for example, R-1001). EBMD may, in its discretion, issue a custom code instead. Rep Codes are unique and are not case-sensitive.

4.2 The Rep Code and the Representative’s referral link are personal to the Representative and may not be shared with, sold to, or used by anyone else.

5. Clinic Attribution

5.1 How a Clinic is assigned. A Clinic is assigned to the Representative when the Clinic opens its EBMD provider account and either (a) enters the Representative’s Rep Code in the “Rep code” field of EBMD’s provider signup form, or (b) opens its account after following the Representative’s referral link, on the same browser, within 90 days of following it. If a Clinic both enters a Rep Code and arrives through a referral link, the Rep Code the Clinic types controls. EBMD may also assign a Clinic to the Representative in writing, including a Clinic that signs up on a paper onboarding form showing the Representative’s Rep Code.

5.2 Assignment is locked. Once a Clinic is assigned, the assignment can be changed only by EBMD. A Clinic that is not assigned at signup is a House Account unless EBMD assigns it in writing.

5.3 Orders are credited when paid. Each order is credited to the representative assigned to the Clinic, and Active, at the moment the order becomes a Paid Order. A later reassignment never changes the credit for an order that has already become a Paid Order.

5.4 EBMD’s records control. EBMD’s records of signups, assignments, and orders are conclusive absent manifest error. EBMD will resolve any attribution dispute between representatives, and its decision is final.

5.5 Prohibited attribution practices. The Representative must not: create or encourage accounts in a false name; enter a Rep Code for a Clinic without the Clinic’s knowledge; place referral links on coupon, rebate, or deal websites; bid on EBMD’s name or marks in paid search; or use any device or technique to set a referral link on a browser without the user’s knowing click. EBMD may reverse Commission on, and reassign or convert to a House Account, any Clinic attributed through a prohibited practice.

6. Commission

6.1 Calculation. For each line of a Paid Order placed by an Assigned Clinic, Commission is calculated as follows and as illustrated in Schedule A:

1. Start with the actual unit price the Clinic paid on that line, after any volume-tier pricing, account-specific pricing or price match, coupon, or other discount (the “Net Unit Price”). Shipping, handling, taxes, payment or processing fees, and any other fees or surcharges are excluded.
2. Subtract the Rep Cost for that product or variation.
3. Round the result down to the nearest whole dollar. EBMD retains any fraction of a dollar.
4. If the result is less than zero, it is zero.
5. Multiply by the quantity on the line.
6. Multiply by the Rep Share, and round the result for the line down to the nearest whole dollar. EBMD keeps any fraction of a dollar.

6.2 No Rep Cost, no Commission. A product or variation for which the Rep Price Sheet shows no Rep Cost earns no Commission until EBMD publishes a Rep Cost for it.

6.3 Discounts reduce Commission. Because Commission is based on the price the Clinic actually paid, any discount the Clinic receives reduces Commission, and a Net Unit Price at or below the Rep Cost earns no Commission.

6.4 Prices and Rep Costs may change. EBMD sets the Clinic Price, volume tiers, and any account-specific pricing in its sole discretion and may change them at any time. EBMD may change any Rep Cost on at least 15 days’ notice published in the Portal or sent by email. A changed Rep Cost applies to orders that become Paid Orders on or after its effective date.

6.5 Federal and State Health Care Programs. No Commission is earned on any product or order that is billed to, or paid or reimbursed in whole or in part by, any Federal or State Health Care Program. If EBMD learns that a Paid Order falls within this Section, the Commission on it is reversed under Section 7.

6.6 No other compensation. Commission under this Agreement is the Representative’s only compensation. There are no salaries, draws, advances, bonuses, or override payments unless EBMD agrees to them in a signed writing.

7. Paid Orders Only; Reversal (Clawback)

7.1 Earned only when paid. Commission is earned only on Paid Orders. No Commission is earned on any order that is unpaid, partially paid, pending payment, on hold, failed, or cancelled before payment.

7.2 Reversal. EBMD maintains a no-returns policy under the Provider Agreement. Nonetheless, if a Reversal Event occurs on a Paid Order, the Commission on that order is reversed. A partial refund reverses the Commission on the refunded lines or quantities, or, where a refund is not tied to particular lines, a proportional part of the Commission.

7.3 How a reversal is recovered. A reversal is deducted from the Commission payable in the next monthly payment. If the reversal exceeds that payment, the balance carries forward and is deducted from later payments. If no later Commission is payable, including after termination, the Representative must repay the balance within 30 days of EBMD’s written request.

7.4 Reinstatement. If EBMD later recovers the full payment that gave rise to a reversal (for example, by winning a chargeback dispute), EBMD will credit the reversed Commission as an adjustment on the statement for the Commission Month in which EBMD confirms recovery.

8. Active Status Required

8.1 Commission accrues only while the Representative is Active. An order that becomes a Paid Order while the Representative is not Active earns no Commission and is recorded as a house order. Commission on such an order is not restored if the Representative later becomes Active again.

8.2 EBMD may set the Representative’s status to inactive on notice, including at the Representative’s request, while EBMD reviews a compliance concern, or while the Representative is in breach of this Agreement.

9. House Account Rule

9.1 If 12 consecutive months pass without a Paid Order from an Assigned Clinic, measured from the later of (a) the Clinic’s most recent Paid Order and (b) the date the Clinic was assigned to the Representative, then the Clinic permanently becomes a House Account when its next order becomes a Paid Order. That order, and every later order from that Clinic, earns no Commission for any representative.

9.2 A Clinic that becomes a House Account under this Section, or on termination under Section 16, can be assigned to a representative again only by EBMD, in its sole discretion and in writing.

10. Statements and Payment

10.1 Monthly payment. By the 15th day of each month, EBMD will pay the Representative the net Commission for the previous Commission Month, being the Commission earned in that month less any reversals and any amount EBMD may set off under Section 17.

10.2 Statements. EBMD will make a monthly statement available in the Portal showing, for each Paid Order, the Clinic, the order, the Commission, and any reversal. Statements are posted in the Portal and are not emailed.

10.3 Payment method. EBMD pays by Zelle, ACH transfer, or check, as elected by the Representative. EBMD does not collect bank account numbers through its website; the Representative will provide payment details through the secure method EBMD designates.

10.4 Disputes. The Representative must raise any question about a statement in writing within 60 days after it is posted. A statement not questioned within that time is final.

10.5 Negative balance. If reversals in a month exceed Commission earned, no payment is made and the negative balance carries forward under Section 7.3.

11. Taxes, Form W-9, and Form 1099

11.1 Form W-9 before first payment. Before EBMD makes the first payment, the Representative must submit a completed IRS Form W-9 through the third-party tax-form service EBMD designates in writing (including by email or in the Portal). Commission accrues while a W-9 is outstanding but is held, without interest, until the W-9 is received. EBMD does not collect or store Social Security numbers or taxpayer identification numbers on its website.

11.2 Form 1099-NEC. EBMD will issue an IRS Form 1099-NEC to the Representative for any calendar year in which EBMD pays the Representative $2,000 or more (the reporting threshold for payments made after December 31, 2025), or any different threshold then required by law.

11.3 Taxes are the Representative’s responsibility. The Representative is solely responsible for all income, self-employment, and other taxes on Commission. If the law requires backup withholding (for example, because a valid taxpayer identification number has not been provided), EBMD will withhold as required.

12. Identity Verification

12.1 The Representative must upload a clear image of a current, valid government-issued driver’s license with the application. The Representative certifies that the license is genuine and is the Representative’s own.

12.2 EBMD stores the image in private storage that is not accessible from the public internet, limits access to personnel who need it, and uses it only to verify identity and prevent fraud. EBMD retains it during the term of this Agreement and deletes it within 12 months after this Agreement ends, unless a longer period is required by law or needed for a pending dispute.

13. Compliance

13.1 Who the Representative may introduce. The Representative may introduce only licensed healthcare providers, licensed clinics and practices, and qualified institutions that are eligible for an account under the Provider Agreement. The Representative must not introduce, solicit, or assist any consumer, patient, or individual buying for personal use, and must not arrange or suggest shipment to a residential address or to a named individual rather than a facility.

13.2 No clinical or therapeutic claims. The Representative must not make, suggest, or imply any claim that a product is safe or effective for human use, or any claim about dosing, administration, efficacy, outcomes, or the diagnosis, cure, mitigation, treatment, or prevention of any disease or condition. The Representative must not promote any product for any use, including any off-label use, and must not describe any product as approved by the FDA or any other authority. The Representative must not make any claim about testing, purity, sterility, or quality beyond what appears on EBMD’s published Certificates of Analysis and approved materials.

13.3 No clinical direction. Consistent with Section 2.5 of the Provider Agreement, the Representative must not give patient-specific guidance or recommend any dose or protocol for any person, and must refer all clinical questions to the Clinic’s own independent professional judgment. Any such statement by the Representative is unauthorized and does not bind EBMD.

13.4 Approved materials only. The Representative may use only materials that EBMD supplies or approves in writing, without alteration. These restrictions exist because of the legal and regulatory requirements that apply to EBMD’s products, and do not give EBMD any right to control the manner, means, hours, or methods by which the Representative performs the Representative’s work.

13.5 No payments or gifts. The Representative must not offer, pay, give, or share, directly or indirectly, any money, commission, rebate, discount, referral fee, gift, meal, travel, entertainment, or anything else of value to any healthcare provider, prescriber, Clinic, Clinic staff member, or patient to induce or reward any referral, purchase, order, or recommendation, and must not split or share Commission with any of them.

13.6 Federal and State Health Care Programs. The Representative must not promote, encourage, or facilitate the billing of any product to any Federal or State Health Care Program, and must promptly tell EBMD if the Representative learns or suspects that a Clinic intends to bill, or has billed, any product to such a program. The Representative will comply with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and all similar laws.

13.7 State law, including Texas all-payer laws. The Representative will comply with all state anti-kickback, fee-splitting, patient-solicitation, and commercial-bribery laws in every state where the Representative works, including those that apply regardless of who pays, such as the Texas Patient Solicitation Act (Texas Occupations Code, Chapter 102) and the Texas commercial bribery statute (Texas Penal Code § 32.43).

13.8 Exclusion and good standing. The Representative represents that the Representative is not, and has never been, excluded, debarred, or suspended from any Federal or State Health Care Program and has not been convicted of any offense relating to healthcare, fraud, or controlled substances. The Representative will notify EBMD immediately if any of this changes.

13.9 No patient information. The Representative must not request, receive, or keep any patient’s protected health information or other patient-identifying information.

13.10 Reports and complaints. If the Representative receives any report of an adverse event, product complaint, or regulatory inquiry, the Representative must forward it to EBMD within one business day, without comment to the reporter beyond acknowledging receipt.

13.11 Breach. A breach of this Section 13 is a material breach. In addition to any other remedy, EBMD may reverse Commission on any order connected with the breach.

13.12 Related Clinics; licensed Representatives. No Commission is earned on any order placed by a Clinic in which the Representative, or a member of the Representative’s immediate family, holds an ownership or investment interest, is employed, or receives compensation of any kind (a “Related Clinic”). The Representative must disclose every Related Clinic to EBMD in writing before it is assigned, and on becoming aware of the relationship. If the Representative is, or becomes, a licensed healthcare practitioner, the Representative must tell EBMD in writing, and EBMD may decline, suspend, or end the appointment.

13.13 Provider enrollment is completed and signed by the provider. The Representative may use EBMD’s Clinic Onboarding Worksheet to gather a clinic’s information, but every provider account must be opened through EBMD’s online provider enrollment, and the licensed provider must personally review and electronically sign the Provider Terms and Conditions from the provider’s own email account. The Representative must never sign, click-accept, or submit an enrollment, agreement, or certification on a provider’s behalf, and must never use a provider’s email account, login, or credentials. EBMD does not accept paper, scanned or emailed enrollments: a Clinic exists, and can be assigned to the Representative, only once its online enrollment is complete. An account enrolled in breach of this Section earns no Commission and is a material breach under Section 13.11.

14. Confidentiality

14.1 Confidential Information. “Confidential Information” means non-public information the Representative receives from or through EBMD, including the Rep Price Sheet, every Rep Cost, Commission amounts and statements, account-specific pricing, Clinic lists and contact details, order data, Portal content, and EBMD’s business, pricing, and sourcing practices.

14.2 Rep Cost is confidential to the Representative. The Representative must not disclose any Rep Cost, the Rep Price Sheet, or the Representative’s Commission to any Clinic or any other person, except to the Representative’s own legal, tax, or financial advisers who are bound to keep it confidential.

14.3 Use and protection. The Representative will use Confidential Information only to perform this Agreement and will protect it with at least reasonable care. The Representative will not seek information about EBMD’s own costs or sources of supply.

14.4 Duration. These obligations continue during this Agreement and for three years after it ends, and, for any trade secret, for as long as it remains a trade secret.

14.5 Protected disclosures. Nothing in this Agreement prevents the Representative from reporting a possible violation of law to, or cooperating with, any government agency. Under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), an individual is not liable under any trade secret law for disclosing a trade secret (a) in confidence to a government official or to an attorney solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order.

15. Use of EBMD’s Name and Marks; Non-Solicitation

15.1 Name and marks. The Representative may use the names Elite BiologixMD and Elite Biologix, and EBMD’s logos and other marks, only as they appear in materials EBMD supplies or approves in writing. The Representative must not create any website, domain name, social-media account or post, advertisement, or listing that uses EBMD’s names or marks, or that promotes EBMD’s products, without EBMD’s prior written approval. All goodwill in EBMD’s marks belongs to EBMD.

15.2 Non-solicitation. During this Agreement and for 12 months after it ends, the Representative will not, directly or indirectly, (a) solicit or induce any Clinic that was an Assigned Clinic, or that the Representative learned of through Confidential Information, to stop or reduce buying from EBMD, or to buy competing products from anyone else; or (b) solicit any EBMD employee or representative to end or reduce their relationship with EBMD. The Representative agrees that these restrictions are reasonable and necessary to protect EBMD’s Confidential Information and goodwill.

16. Term and Termination

16.1 Term. This Agreement begins on the effective date stated above and continues until terminated.

16.2 Termination at will. Either party may terminate this Agreement at any time, for any reason or no reason, by giving at least 14 days’ written notice, which may be given by email.

16.3 Immediate termination. EBMD may terminate this Agreement immediately by notice if the Representative breaches Section 13, 14, or 15, engages in fraud or dishonesty, or becomes excluded or convicted as described in Section 13.8.

16.4 Effect of termination. On termination: (a) the Representative’s status becomes “terminated” and no Commission accrues on any order that becomes a Paid Order after the termination date; (b) Commission earned on orders that became Paid Orders before the termination date is paid on the regular schedule in Section 10, or within any shorter period required by applicable law, subject to reversal and set-off, except that EBMD may withhold Commission on any order connected with a breach described in Section 16.3, to the extent permitted by law; (c) every Assigned Clinic remains a customer of EBMD and becomes a House Account; and (d) the Representative must stop using the Rep Code, referral link, and EBMD’s names and marks, and must return or destroy all Confidential Information.

16.5 Survival. Sections 7, 10, 11, 12, 13.11, 13.12, 14, 15, 16.4, 17 through 21, 23, and 24 survive termination.

17. Set-Off

EBMD may deduct from any Commission payable to the Representative any amount the Representative owes EBMD under this Agreement, including reversals.

18. Indemnification

The Representative will defend, indemnify, and hold harmless EBMD and its members, managers, employees, and agents from all claims, losses, penalties, and expenses (including reasonable attorneys’ fees) arising from: (a) any breach of this Agreement by the Representative; (b) any statement, representation, or promise the Representative makes that is not authorized by this Agreement; (c) the Representative’s negligence or wilful misconduct; (d) the Representative’s violation of any law; or (e) any tax, contribution, or benefit claim relating to the Representative.

19. Limitation of Liability

EBMD is not liable to the Representative for any indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost opportunities, however caused. EBMD’s total liability under or relating to this Agreement will not exceed the Commission paid or payable to the Representative in the 12 months before the claim arose.

20. Records

EBMD’s order, payment, and attribution records are the basis for all Commission calculations. On a timely written request under Section 10.4, EBMD will provide reasonable supporting detail for the statement in question, without disclosing any information EBMD treats as confidential to itself or to any Clinic.

21. Governing Law and Venue

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in Gwinnett County, Georgia, for any dispute arising out of or relating to this Agreement, except that EBMD may seek injunctive relief to enforce Sections 14 or 15 in any court of competent jurisdiction.

22. Changes

EBMD may change this Agreement or the Program Rules by giving at least 30 days’ notice published in the Portal or sent by email, and may change Rep Costs as stated in Section 6.4. A change applies only to orders that become Paid Orders on or after its effective date and never to Commission already earned. If the Representative does not agree to a change, the Representative may terminate under Section 16.2 before the change takes effect. Otherwise, the Representative’s continued participation after the effective date is acceptance of the change. Any change to the Rep Share requires a signed written addendum.

23. Electronic Signature and Records

23.1 Consent. The Representative consents to sign this Agreement electronically and to receive this Agreement, notices, and statements electronically, under the federal Electronic Signatures in Global and National Commerce Act and the Georgia Uniform Electronic Transactions Act (O.C.G.A. § 10-12-1 et seq.). Tax forms, including Form 1099-NEC, will be furnished electronically only if the Representative gives the separate electronic-delivery consent requested by EBMD’s tax-form service; otherwise they will be furnished on paper.

23.2 Signature. Typing the Representative’s full legal name and checking the acceptance box is the Representative’s signature and has the same effect as a handwritten signature. EBMD records the agreement version, a cryptographic fingerprint (SHA-256) of the agreement text, the typed name, the date and time, the IP address, and the browser information at the time of signing, and that record is evidence of the Representative’s acceptance of this exact text.

23.3 Copies and withdrawal. The Representative needs a current web browser and the ability to view PDF files to access these records. A copy of this Agreement is available in the Portal, and the Representative may request a paper copy at no charge by writing to EBMD. The Representative may withdraw consent to electronic records by written notice; withdrawal does not affect anything signed or delivered before it, and EBMD may treat withdrawal as notice of termination under Section 16.2.

24. General

24.1 Notices. Notices to EBMD must be sent by email to providers@elitebiologixmd.com. EBMD does not accept notices, documents or forms by mail. Applications, provider enrollments and agreements are accepted only through EBMD’s online forms; paper, scanned or emailed copies are not accepted and have no effect. Notices to the Representative may be sent to the email address on the Representative’s account. Email notice is effective when sent.

24.2 Entire agreement. This Agreement, including Schedule A, together with the Rep Price Sheet and any signed Rep Share addendum, is the entire agreement between the parties about its subject matter and replaces all prior discussions and understandings.

24.3 Assignment. The Representative may not assign or delegate this Agreement or any right to Commission. EBMD may assign this Agreement to an affiliate or to a successor to its business.

24.4 Severability and reformation. If any provision is held unenforceable, it will be enforced to the maximum extent permitted (and, for Section 15, reformed to the extent necessary to be enforceable), and the rest of this Agreement remains in effect.

24.5 No waiver. A failure or delay in enforcing any provision is not a waiver.

24.6 Independent review. The Representative has had the opportunity to review this Agreement with counsel of the Representative’s choosing and enters into it voluntarily.

Schedule A — Commission Schedule

A.1 Formula. For each line of a Paid Order from an Assigned Clinic while the Representative is Active:

Commission = floor-to-whole-dollars( Net Unit Price − Rep Cost ), not less than $0, × Quantity × Rep Share, with each line’s result rounded down to the nearest whole dollar. For example, $25 per unit × 3 units × a 50% Rep Share is $37 (not $37.50).

A.2 Where the numbers come from. Clinic Price and Rep Cost for each product are listed on the Rep Price Sheet in the Portal. The Net Unit Price is what the Clinic actually paid per unit on the order, which may be lower than the Clinic Price because of volume tiers, account-specific pricing, or a coupon. Shipping, tax, and fees are never included.

A.3 Illustrations (hypothetical figures, for explanation only):

Example	Net Unit Price	Rep Cost	Per unit	Qty	Rep Share	Commission
1. Clinic pays the Clinic Price	$130.00	$105.00	$25	4	100%	$100
2. Volume tier applies	$123.50	$105.00	$18 (from $18.50)	10	100%	$180
3. Same order, 50% Rep Share	$123.50	$105.00	$18	10	50%	$90
4. Discount below Rep Cost	$100.00	$105.00	$0	5	100%	$0
5. No Rep Cost published	$80.00	—	$0	3	100%	$0

A.4 No Commission is earned on: orders that are not Paid Orders; orders paid while the Representative is not Active; House Accounts, including a Clinic converted under the House Account Rule in Section 9; products without a published Rep Cost; any product or order covered by Section 6.5; orders from a Related Clinic under Section 13.12; shipping, taxes, and fees. Commission on a Paid Order is reversed on a Reversal Event under Section 7.

A.5 Payment timing. Commission for orders that become Paid Orders in a calendar month, net of reversals, is paid by the 15th of the following month, once a Form W-9 is on file.