Review & Accept Agreement

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this "Agreement"), dated as of date of purchase (the "Effective Date"), is by and between Ashley Kay Pendrick with ProsperRx Consulting, LLC, and YOU (the "Service Provider") and (the "Client"), agree to the below.

1. SERVICES.

Service Provider shall provide to Client the services (the "Services") set forth in Exhibit A. Service Provider shall provide the Services (a) under the terms and subject to the conditions set forth in this Agreement; and (b) in a timely, workmanlike, and professional manner.

2. TERM AND TERMINATION.

2.1 Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until 3 months from signature (the "Term"), unless sooner terminated pursuant to this. The parties may extend the Term of this Agreement upon mutual agreement.

2.2 Termination for Convenience. Either party, in its sole discretion, may terminate this Agreement, in whole or in part, at any time without cause, by providing at least 30 days' prior written notice to the other party. In the event Client terminates this Agreement for convenience, payments already made will not be refunded for any reason.

2.3 Survival. Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

3. FEES.

In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay the non-refundable fees of: one-time setup fee of $4,950 and monthly coaching of $500.

4. INTELLECTUAL PROPERTY.

4.1 Except as set forth in 4.2, all intellectual property rights, including copyrights, patents, patent disclosures and inventions, trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, derivative works and all other rights in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services shall be owned exclusively by Client.

4.2 All Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided by or used by Service Provider in performing the Services and developed or acquired by the Service Provider prior to or independently of this Agreement shall be owned exclusively by Service Provider and its licensors. Service Provider grants Client a fully paid-up, royalty-free, non-transferable, non-sublicensable, worldwide, non-exclusive license to use, display, and reproduce such Pre-Existing Materials to the extent necessary for the use of the Deliverables.

5. CONFIDENTIAL INFORMATION.

All non-public, confidential or proprietary information of either party, including information about business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, is confidential and solely for use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing.

Each party shall protect and safeguard the confidentiality of the other party’s Confidential Information with at least the same degree of care as it would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Each party's obligations under this section will survive termination or expiration of this Agreement for a period of three years, except for trade secrets, which survive for as long as the information remains a trade secret under applicable law.

6. YOU ARE THE HERO.

The client is the hero in their story. Service provider is the guide and therefore makes no guarantee or promise that client will achieve any results or outcomes in connection with any advice or guidance resulting from the service. Client acknowledges and agrees that service provider’s recommendations or advice are intended to be used only as a guideline and that any decisions, actions or inactions based on the services are client’s sole responsibility.

Service provider disclaims all warranties, either express, implied, statutory or otherwise under this agreement, and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

7. LIMITATION OF LIABILITY.

In no event will service provider be liable to client for any loss of use, revenue, profit, data, or any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of breach of contract, tort, negligence or otherwise. Direct damages shall not exceed one time the aggregate amounts paid to service provider during the term.

8. FORCE MAJEURE.

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay caused by events outside of the party's reasonable control, including acts of God, flood, fire, earthquake, epidemics, government action, or national or regional emergency.

9. MISCELLANEOUS.

The parties are independent contractors. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein. Neither party may assign, transfer, or delegate its rights or obligations without prior written consent. This Agreement shall be governed by the internal laws of the State of North Carolina, and any legal action shall be instituted exclusively in the state or federal courts in Wake County, North Carolina.

Appendix A — Activate Provider Status

What you will get:

• Personalized Plan: A deep dive into your experience, strengths, goals, and blockers, followed by a plan of action to help you reach your goal.
• Training & Education: Access to training to help you execute ambulatory care consulting services, including recorded education and templates for CPA, SOAP Notes, partnerships, and related workflows.
• Community Access: Community support, encouragement, lessons, and wins from other pharmacists working toward similar goals.
• Coaching, if purchased separately: Direct access to coaches during scheduled weekly coaching slots and by Circle DMs for questions and asset review.

By purchasing, you are electronically agreeing to this Service Agreement and indicating that you have read, understood, and agreed to the policies and terms listed in this agreement.

There is a no refund policy after accessing our digital training program, its resources, and the years of experience captured and prepared for your success once logged into PCPI.