Memorandum of Understanding

This document represents understanding between

NUTREE WELLNESS CENTRE

and

4LifeBiodesign d.o.o.

This Partnership Principal agreement, the “Agreement”, by and between NUTREE WELLNESS CENTRE, being referred later in the text as the “Company” seated as business in Doha-Qatar, P.O.Box 24604

and

4LifeBiodesign d.o.o. seated in Djackog Bataljona 7a st. Obrenovac Srbija, being referred as the “Partner” later in the text

WHEREAS, the “Company” is in the business of wellness related products and services in Doha;

WHEREAS, the’ Partner” provides its expertise in the area of wellness technologies and owns rights related to QUATNUM ZONE TECHNOLOGY, referring to technology being implemented in forms of modules attached to the Quantum Zone Capsule and other product and services related to the implementation of Innovative Quantum Wellness technologies.

WHEREAS, the “Company” desires to initially purchase 2 QUATNUM ZONE CAPSULES and be the sole representative in specific markets which will be further indicated in the agreement.

NOW, THEREFORE, the “Company” and the “Partner” hereby agree as follows:

The nature of the collaboration

The “Company” is aiming to act as the sole representative for the “Partner” in the MENA countries

along with specific markets in Europe which will be determined and agreed on with the “Partner” 

(Listed in Annex A). The scope of the contract covers products and services (Listed in Annex B).

The “Company” will provide support, use its relations to start selling the technology and product , through the possible way like franchise scheme, in the assigned markets and will:

1.  Purchase of 2 QUATNUM ZONE CAPSULES – 1 Smart and 1 Expert program capsule

1. 1. Investment overview

1. 1. These are discounted prices inclusive of training for 3 Nutree employees to operate Smart program capsule. The Expert program trainings are extensive and require special skills and time and will be provided to 2 employees only. The intention is to keep the know-how safe for Nutree Wellness centre in the Market. Additional trainings of staff, in case of staff change, will be additionally paid (price to be added will be inclusive of travel and accommodation costs for the trainers).
   2. Licensing and registration of the product in the Market, will be the responsibility of Nutree Wellness Centre.
   3. Payment terms:
      • 50% advanced payment
      • 25% After finishing the fabrications of the machine, with proof by pictures and Shipments papers, also sending the software and other paper work.
      • 25% after installing the capsule in Qatar and relevant trainings provided, not later than 21 day after the competition of this phase.

2. Space rental costs at NUTREE WELLNESS CENTRE

3. Administrative services costs in the Market

4. Legal Services Costs

5. Media and Marketing Costs

6. Sales Team Costs

7. Logistic Costs

8. Liability charges in the Market

9. Costs relevant to travel and lodging of 4LifeBiodesign specialists and basic allowances related to food and commuting while performing consultancy and assistance to Nutree Wellness Centre.

4LifeBiodesign will provide the following:

1. QUATNUM ZONE CAPSULES (Smart and Expert program), tailor-made to Nutree Wellness Centre concept.

2. Training & knowledge of all products and services which will be used by the Nutree Wellness Centre.
3. Assigning a specialist to stay in Doha to further assist the Nutree Wellness Centre and perform relevant services for 1 year initially. This specialist will not advise the Centre’s clients but will be there to assist the operations and make sure the consultations given by 4LifeBiodesign are understood and implemented properly. The proposed salary for this specialist operating both programs and ensuring the quality of services during first initial year should not be less than 5.000 USD, not exceeding 50 hours work week. The same person will be communicating with 4LifeBiodesign on a daily basis, speaking both Serbian and English language.
4. Integration solution between the “Company” and the “Partner” in order to access the data for the Clients as per the law.

Special terms of the agreement:

• The “Company” will have access to all information related to patients and clients using Partner’s machines, technology and products, as this is required by law in Qatar.
• All the actions mentioned above, will be for the year 2020 only. The 2 parties agreed to develop business relation as it grows and develop a franchise scheme.
• The 2 parties will develop and adapt a franchise program to be used locally, regionally, internationally and worldwide, in order to promote and set up the services in desired countries.
• Nutree Wellness Centre will provide a marketing plan for all the operating markets, to be started as of mid of 2020.
• 4LifeBiodesign will provide consultancy to creation of pricing strategies while entering each new market.
• This MoU between the Nutree Wellness Centre and 4LifeBiodesign extends beyond normal business transactions to cover a growing partnership regionally and globally.

The terms of the agreement

• This Memorandum of Understanding will lead to the full-fledged agreement covering business arrangement between Nutree Wellness Centre and 4LifeBiodesign.

• The work modality between the” Company “and the “Partner” is to be on a 50% basis and promotes mutual support. Therefore, the technical knowledge and license will be provided by the “Partner”. The scope should be listed in the contract for accuracy.

• The company will provide 25% of gross sales profit sharing will be granted to 4LifeBiodesign for the first two (2) years or to cover the value of the 2 capsules and the technology.

• This will agreement will be valid for 10 years, stipulating that within every 2 years of those 10, a new market will be opened.

Intellectual property and confidentiality

Nutree Wellness Centre is to preserve and defend the intellectual property of all 4LifeBiodesign products /services. Both parties will abide to business confidentiality.  

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of Qatar.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this

 Agreement by their authorized representatives as of the date first written above.

Signed for and on behalf of                            Signed for and on behalf of

NUTREE WELLNESS CENTER                  INOVATIVE WELLNESS TECHNOLOGIES

By:                                                                                          By:

Name:                                                                                      Name:

Title:                                                                                        Title:

Date:                                                                                       Date:

Annex A

Annex B