Management services will include the provision of, or arranging for, a comprehensive range of administrative, business, facilities, equipment, information technology, infrastructure, management, laboratory and other support services required for the operation of the Clinics and Manager will be responsible for the sale of the Manager and / or Clinics to at third-party (collectively, “Management Services”).

As part of the Management Services, Manager agrees to employ, on a full or part time basis, physicians who specialize in the provision of medical care, treatment, and goods and services relating to advanced interventional psychiatry treatments (collectively, “Physicians”) or support staff who specialize in clinical services (collectively, “Professional Services”), and who are fully licensed and authorized to provide the Professional Services.

Manager shall: (i) collect all revenue from any source, including accounts receivable, due to the Clinics in connection with Manager’s operations at the Clinics (“Gross Revenue”); (ii) receive all Gross Revenue on the Clinics’ behalf, except, if applicable at any time, for Federal Healthcare Program (such as Medicare, Medicaid, and TRICARE) receivables; and (iii) take all legal actions necessary and required for and give satisfaction for monies due on accounts and to withdraw any legal actions pertaining to or arising out of Manager’s or the Clinic’s right to collect amounts owed. Manager will be responsible for keeping complete records on all collections. 

Manager will provide to the Clinics, the support services of non-clinical, clerical and administrative personnel who may be employed by Manager as applicable law permits who are necessary for the Clinics to furnish its services (“Provider Support Personnel”). Manager will ensure that all Provider Support Personnel shall be appropriately licensed as required under applicable law, shall perform all services within the scope of any applicable licenses and certifications, shall perform all services in accordance with all laws and with prevailing and applicable standards of care and in accordance with any policies adopted by the Company, Manager, or the Clinic(s).

Additionally, Manager shall provide to the Clinics the support services of licensed healthcare personnel, other than Physicians and Non-Physician Practitioners, each of whom will be directly employed by the Clinics, as applicable. Such personnel shall include, but not be limited to, medical assistants and registered nurses who may be employed by Manager as applicable law permits who are necessary for Provider to furnish its services (“Licensed Support Personnel”). Manager will ensure that all Licensed Support Personnel will be appropriately licensed as required under applicable law, shall perform all services within the scope of their licenses and certifications, shall perform all services in accordance with all laws and with prevailing and applicable standards of care.

Company will provide the Project with a 10-year master equipment lease (“Master Equipment Lease”) in an initial principal amount of up to $650,000 per Clinic. The Master Equipment Lease will be on commercially reasonable terms. At Maturity, the Equipment Lease and any accrued and unpaid rent shall become immediately due and payable and Manager shall, at that time, own such equipment.

Advances from the Credit Facility will be used for expenses associated with the build-out of Clinic locations and for initial marketing and initial operating costs for each Clinic until it is operational.

In the event of a change of control of any Clinic, the aggregate amount of the draw-downs related to that Clinic will become due and payable.

All right, title, and interest in and to any and all inventions, discoveries, know-how, trade secrets, data, works of authorship, processes, improvements, and subject matter, whether or not patentable or registrable, conceived, developed, reduced to practice, or created by either Party or their respective employees, agents, or contractors, to the extent arising from or relating to the Project, shall be the sole and exclusive property of the Company. All such rights shall be deemed “works made for hire” to the extent permitted by law, and otherwise are hereby irrevocably assigned to the Company.

The Company will have sole decision-making authority and right, at its sole cost and expense, over the preparation, filing, prosecution, issuance, and maintenance of applications and registrations covering any inventions or discoveries arising from the Project or transactions contemplated thereby. 

The Manager shall provide the Company with monthly financial statements on the results of the Clinics. In addition, the Manager shall assist the Company with any financial information required by the Company to complete its own annual audit requirements and biannual accounting review. Company shall have the right to audit the books and records of the Manager on an annual basis if so desired.

The Definitive Agreements will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Term Sheet, the Definitive Agreements and any other transaction documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of Palm Beach, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Palm Beach, State of Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any provision contained in the Definitive Agreements), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.