Alcar Professional Services Terms and Conditions

Last updated: October 14, 2025

The SOW is subject to these Alcar Professional Services Terms and Conditions (“Terms and Conditions”). The SOW, and these Terms and Conditions are collectively the “Agreement”. Capitalized terms not defined in these Terms and Conditions are defined in the SOW.

1.          Parties.  “Client” refers to the Client set forth on the SOW, and “Alcar” refers to Alcar Inc.  Client and Alcar are each a “Party” and collectively, the “Parties”.

2.          Scope. The Agreement constitutes the entire agreement and understanding between Client and Alcar with respect to the subject matter contained in the SOW, and supersedes all prior and/or contemporaneous written and oral agreements, discussions, communications, or representations between the Parties relating to the subject matter herein.  As such, Client acknowledges and agrees that it is not relying on any statement or representation not contained in the Agreement. To the extent any terms set forth in any SOW or these Terms and Conditions are in conflict, the terms in these Terms and Conditions will control. Notwithstanding the foregoing, a SOW may amend these Terms and Conditions only if the amended terms contained in such SOW:  (i) apply only to that individual SOW and not any other SOW, and (ii) specifically identify the provision(s) of these Terms and Conditions they amend.

3.       Alcar Personnel; Independent Contractor Relationship.

            a.         Personnel.  While at any Client location, Alcar, its personnel, employees, and subcontractors engaged by Alcar (collectively, “Personnel”) will comply with all reasonable requests, standards, rules, and regulations of Client provided to Alcar, including personal and professional conduct, health and safety standards, and any security and/or privacy requirements. In addition, Alcar is solely responsible for: (i) the acts and/or omissions of Personnel; (ii) payment of all Personnel compensation, including all legal and contractual benefits; (iii) withholding, reporting and paying all taxes (including employment taxes) and/or governmental fees relating to Personnel; and (iv) complying with any federal, state or local employment/contractor laws, rules and regulations, as well as any other employer/contracting duties and obligations, including workers compensation insurance, if applicable. Alcar is performing the Services as an independent contractor to Client. Alcar will accept directions provided by Client pertaining to the goals to be attained and the results required to be achieved by Alcar, but Alcar will be solely responsible for the manner and hours (subject to any normal working hours in effect at Client’s site at which Services are performed, if applicable) in which the Services are performed under the Agreement. Alcar is responsible for obtaining all tools and materials required to perform the Services, except for any item expressly set out in the SOW or otherwise agreed in writing by Client. Notwithstanding the foregoing, or anything to the contrary in the Agreement, nothing in the Agreement will in any way be construed to constitute Alcar and/or Personnel as an agent, employee, partner, or representative of Client. Neither Alcar nor Personnel are authorized to bind Client to any liability or obligation or to represent that Alcar or Personnel has any such authority.  Alcar will ensure that Personnel comply with the Agreement. Alcar’s use or provisioning of any Personnel will not relieve, waive, or diminish any obligation Alcar has under the Agreement.

            b.         Non-Exclusive Basis.  The Parties acknowledge and agree that the provision of Services under the Agreement will be on a non-exclusive basis, and that Client does not guarantee to Alcar any minimum amount of services except as may be specifically set forth in the applicable SOW. Alcar may perform services similar to the Services for other clients during the Term and thereafter, subject to Alcar’s confidentiality obligations pursuant to Section 6, below.

            c.         Removal.  Client may request removal and/or replacement of any Personnel upon written notice to Alcar (email acceptable). Upon such request, Alcar will promptly remove such Personnel from performing Services hereunder and, except if otherwise instructed by Client in writing (email acceptable), promptly replace such Personnel with other Personnel reasonably acceptable to Client. Removal of any Personnel will not relieve, waive, excuse, or diminish any obligations Alcar has under the Agreement.

4.       Compensation; Payment Terms.  

            a.         Compensation.  Unless otherwise specified in the SOW, Client will pay Alcar within 30 days of receipt of a valid invoice.

            b.         Payment Disputes.  Client may withhold payments for any item(s) on Alcar’s invoice that Client reasonably disputes. Pending resolution of the dispute(s), Client’s non-payment of disputed items will not constitute a default and will not entitle Alcar to suspend, or delay furnishing Services or terminate the Agreement, in whole or in part. 

            c.         Taxes.  Each invoice will include any required sales, value added, or other similar tax, government fees, and/or government surcharges (collectively, “Taxes”).  In no event will Client be liable for any income or employment or employment related Taxes imposed on Alcar and/or related to Personnel, or any other Taxes or charges assessed against Alcar or associated with the operation of Alcar’s business.

5.       Security.

5.1       Data Security. If required by Client, Alcar will comply with Client’s information security standards communicated to Alcar. In any event, Alcar will (and will cause its Personnel to) establish and maintain appropriate physical, administrative, and technical controls, and security procedures and other safeguards designed to ensure against the destruction, loss, disclosure or alteration of any Client Data as required by Law. Without limiting the foregoing, only those Personnel of Alcar with a need to have access to Client Data to provide the Services will have access to Client Data, but only for the limited purpose of providing the Services to Client, and only during the time(s) they need access for the purpose of providing the Services. Alcar will not commingle Client Data with any other data. If Alcar or its Personnel become aware of a breach of security relating to Client Data, Alcar will promptly: (iii) notify Client in writing (email acceptable); (iv) investigate the breach; (v) inform Client of the results of such investigation; and (vi) assist Client in maintaining the confidentiality of such Client Data. As between Client and Alcar, Client Data collected, used, or stored by Alcar, will be the sole and exclusive property of Client.  “Client Data"” means all non-public data and information provided by, relating to, or concerning Client’s patients/customers.

            5.2       Access to Client’s Information Systems. If access to Client’s Information Systems is required by Alcar in connection with the Services, access may be granted solely to enable Alcar to perform its obligations under the Agreement. Alcar will (and will cause its Personnel to) maintain the appropriate security standards designed to ensure that the access granted to Alcar will not impair the integrity and availability of Client’s Information Systems. “Information System” means any information or communications system, including net-services, computer systems, data networks, or software applications.

6.       Confidentiality.  

            a.         Definition of Confidential Information.  “Confidential Information” means any non-public information that relates to patient/customer lists, protected health information (regarding for example the identity, address, health plan or insurance status, medical history, diagnosis and/or treatment of patients), and the actual or anticipated business, strategies, and/or products of Client and/or Alcar, or their respective affiliates, including their respective technical data, trade secrets, know-how, research, product plans, products and/or services and markets therefor, vendors, suppliers, software, processes, formulas, marketing, finances, and other business information (i) disclosed either directly or indirectly, in writing, orally, or by inspection of premises, equipment, or other property, or (ii) that should reasonably be understood to be confidential by its nature or due to the circumstances in which it is disclosed or otherwise made available to the receiving Party. Notwithstanding the foregoing, Confidential Information will not include any information which: (1) was publicly known or made generally available prior to the time of disclosure by the disclosing Party to the receiving Party; (2) becomes publicly known or made generally available after disclosure to the receiving Party through no wrongful action or inaction of the receiving Party; (3) is in the rightful possession of the receiving Party, without confidentiality obligations, at the time of disclosure as shown by receiving Party’s pre-existing or then-contemporaneous written records; or (4) is independently developed by the receiving Party without use or reference to the disclosing Party’s Confidential Information, or violating the terms of the Agreement, as shown by documents and other competent evidence in the receiving Party’s possession.

            b.         Nonuse and Nondisclosure.  During and after the Term of the Agreement, the receiving Party will hold in the strict confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of the disclosing Party’s Confidential Information, and: (i) Alcar will not use Client Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of Client and/or its affiliates; and (ii) the receiving Party will not disclose the Confidential Information of the disclosing Party to any third party without the prior written consent of an authorized representative of the disclosing Party, except that the receiving Party may disclose the disclosing Party’s Confidential Information to any third party (including affiliates of such Party) on a need-to-know basis for the purposes of the Agreement and to use third-party tools and data processors to process such Confidential Information; provided, however, that each such third party is subject to nonuse and nondisclosure obligations at least as protective of the disclosing Party and the disclosing Party’s Confidential Information as set forth in Section 6. The receiving Party may also disclose Confidential Information of the disclosing Party to the extent compelled by Law; provided however, prior to such disclosure, the receiving Party will provide prior written notice to the disclosing Party (if permitted by Law) permitting the disclosing Party (if it desires) to seek a protective order or such similar confidential protection as may be available under Law. Notwithstanding the foregoing, each Party may disclose the terms and conditions of the Agreement: (1) as required by Law, including requirements to file a copy of the Agreement (redacted to the extent reasonably permitted by Law), or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities; (2) in confidence, to legal counsel; (3) in confidence, to accountants, banks, and financing sources and their advisors who are subject to reasonable confidentiality restrictions for the purposes for which they are receiving the information; and (4) in connection with the enforcement of the Agreement or any rights hereunder.

            c.         Ownership.  The receiving Party agrees that no ownership or license beyond the rights of use set out in Section 6 of the disclosing Party’s Confidential Information is conveyed to the receiving Party.

            d.         Press Releases. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) between Client and Alcar without the prior written approval of the other Party (email acceptable). Each Party reserves the right to withhold approval in its sole discretion.

7.       Return of Client Materials.  Upon Client’s written request (email acceptable), Alcar will promptly deliver to Client, and will not keep in Alcar’s possession, custody or control, recreate, or deliver to anyone else, any Client property, including Confidential Information (or at Client’s option will permanently destroy such Confidential Information) that Alcar may have in its possession, custody, or control.

8.       Ownership.

            a.         Assignment of Deliverables.  Alcar agrees that all right, title, and interest in and to any deliverables in connection with performing the Services (collectively, “Deliverables”) are the sole property of Client. In addition, Alcar agrees that all Deliverables that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act, and that Client will be the author of such copyrightable works. To the extent that title to any of the Deliverables does not vest in Client as the author, or such works are not be considered “works made for hire”, and subject to Client’s full payment of compensation, Alcar will deliver and assign (or cause to be assigned), and hereby irrevocably assigns (and agrees to assign) fully to Client, all rights, title and interest in and to the Deliverables. Alcar agrees that the foregoing includes a present conveyance to Client of all rights, title and interest in any Deliverables that are not yet in existence. To the extent that moral rights (including rights of attribution and integrity) cannot be assigned pursuant to Law, Alcar hereby irrevocably waives and agrees not to enforce any and all moral rights, to the extent permitted by Law.

            b.         Pre-existing Materials.  Subject to Section 8.a., above, Alcar agrees that if, in the course of performing the Services, Alcar incorporates into any Deliverable or utilizes in the performance of the Services any pre-existing original works of authorship, deliverables, and/or other proprietary information or intellectual property rights owned by Alcar or in which Alcar has an interest (“Pre-Existing Materials”), Client is hereby granted a nonexclusive, royalty-free, perpetual, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Pre-Existing Materials, without restriction, solely as part of or in connection with such Deliverable.

            c.         Further Assurances.  Alcar agrees to reasonably assist Client, or its designee, at Client’s expense, to secure Client’s rights in the Deliverables.

            d.         Attorney-in-Fact.  Alcar agrees that, if Client is unable because of Alcar’s unavailability, dissolution, or for any other reason, to secure Alcar’s signature with respect to any Deliverables, including for the purpose of applying for or pursuing any application for any United States or foreign patents, mask work, copyright, or trademark registrations covering the Deliverables assigned to Client in Section 8.a., above, then Alcar hereby irrevocably designates and appoints Client and its duly authorized officers, agents and/or representatives as Alcar’s limited agent and attorney-in-fact, to act for and on Alcar’s behalf to perform, execute and file any papers and oaths, and to perform any other acts, with respect to intellectual property rights in Deliverables with the same legal force as if executed by Alcar. This power of attorney will be deemed coupled with an interest, and will be irrevocable.      

9.       Warranties.  Alcar represents, warrants, and covenants that:  (a) it and its Personnel (i) is/are a validly existing business entity(ies) (where applicable) and has/have all rights, licenses, permits, and qualifications necessary to perform its and/or their respective obligations pursuant to the Agreement, and (ii) will comply with all Laws, including relating to avoidance of bribery and corruption; (b) neither the Services nor any Deliverable at time of delivery (i) infringes or misappropriates any intellectual property right of any third party, and/or (ii) breaches and/or violates the privacy, publicity, and/or any other right of any third party; and (c) it and its Personnel will deliver and perform all Services in a professional and workmanlike manner in accordance with standards generally accepted in Alcar’s industry. Neither receipt of Services, nor payment therefore will constitute a waiver of any warranty herein.

10.       Term; Termination. 

            a.         Term.  The Term of the Agreement begins on the Effective Date and continues until the earlier of:  (i) the End Date Set forth in the SOW; or (ii) termination as provided in Section 10.b., below (“Term”).

            b.         Termination.  Client may terminate a SOW if Alcar is in breach of any material provision of the Agreement and such breach is not cured within 30 days after written notice specifying such breach is received by Alcar.  Alcar may terminate the Agreement promptly by written notice to Client if Client is in breach of any material provision of the Agreement and such breach is not cured within 30 days after written notice specifying such breach is received by Client.

            c.         Effects of Termination.   Client will pay Alcar for the Services provided through the effective date of termination. Client will have no responsibility for Services performed, after the effective date of termination.  Upon termination of the Agreement, Alcar will:  (i) provide the Services until the effective date of termination (except as otherwise instructed in writing by Client); (ii) terminate the Services in an efficient, workmanlike and cost-effective manner; and (iii) cooperate with Client in the transition as reasonably requested by Client.

            d.         Survival.  All definitions, and Sections 1, 2, 4 (for accrued but unpaid compensation), 6, 7, 8, 10(c), 11, 12, 13, 14 (for two (2) years after termination or expiration), and 15 through 17, will survive termination or expiration of the Agreement.

11.       Indemnification. 

            a.         Alcar Indemnity.  Alcar will indemnify, defend and hold harmless Client, its affiliates, and their shareholders, directors, officers, and employees (collectively, “Client Indemnitee”), from all third-party claims, whether actual or alleged, to the extent arising from (i) Alcar’s breach of the Agreement, including its representations, warranties, and covenants, (ii) any negligent, reckless or intentionally wrongful act or omission by Alcar and/or Personnel, and/or (iii) Alcar and/or Personnel not providing or performing the Services as independent contractors to Client (collectively, “Alcar Claims”). Alcar is solely responsible for defending all Alcar Claims against each Client Indemnitee, subject to such Client Indemnitee’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, taxes, costs, and expenses, including reasonable attorneys’ fees, resulting from each Alcar Claim against a Client Indemnitee, provided that Alcar will not agree to any settlement that imposes any obligation or liability on a Client Indemnitee without its prior written consent, not to be unreasonably withheld, conditioned, or delayed.

b.         Client Indemnity.  Client will indemnify, defend and hold harmless Alcar, its affiliates, and their shareholders, directors, officers, and employees (collectively, “Alcar Indemnitee”), from all third-party claims, whether actual or alleged, to the extent arising from (i) Client’s breach of Section 6 (Confidentiality),  and/or (ii) Client’s services (collectively, “Client Claims”). Client is solely responsible for defending all Client Claims against each Alcar Indemnitee, subject to such Alcar Indemnitee’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from each Client Claim against an Alcar Indemnitee, provided that Client will not agree to any settlement that imposes any obligation or liability on an Alcar Indemnitee without its prior written consent, not to be unreasonably withheld, conditioned, or delayed.

12.       Warranty Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY KIND. ALCAR DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES, AND ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

13.       Limitation of Liability.  EXCEPT FOR SECTION 4 (FOR ACCRUED BUT UNPAID COMPENSATION), AND/OR EACH PARTY’S RESPECTIVE LIABILITY ARISING FROM BREACH OF SECTION 6 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, AND/OR  GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT, AND (b) EACH PARTY’S LIABILITY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY CLIENT PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE ALCAR CLAIM(S) OR CLIENT CLAIM(S), AS APPLICABLE.  NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THE AGREEMENT, EACH PARTY’S RESPECTIVE LIABILITY ARISING FROM BREACH OF SECTION 6 (CONFIDENTIALITY) AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 WILL BE STRICTLY LIMITED IN AGGREGATE TO $100,000.

14.       Insurance.  Alcar will maintain during the Term and for two (2) years thereafter the following insurance:  (a) commercial general liability insurance with a policy limit of $1,000,000, (b) workers’ compensation insurance in the minimum amounts required by applicable state Law, and (c) cyber insurance with a policy limit of $1,000,000. In addition, a Certificate of Insurance adding Client as additional insured and evidencing the required liability coverage and limits of liability will be furnished to Client upon request (email acceptable). In no event will Alcar’s insurance limit or diminish in any way Alcar’s obligations or liability to Client under the Agreement.

15.       Choice of Law; Venue. The Agreement and any dispute relating thereto will be governed by the laws of the State of Nevada, without regard to its conflicts/choice of law provisions. For purposes herein, the Parties expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada. The foregoing does not prevent either Party from applying to any appropriate court for an injunction or other similar remedy, in order to protect its Confidential Information or intellectual property rights.

16.       Notices.  Except as expressly set forth in the Agreement:  (a) Alcar may give notices to Client by email, recognized overnight mail, first class mail at the address set forth on the applicable SOW; and (b) Client will send all notices to Alcar via recognized overnight courier or certified mail, return receipt requested, to:  Chief Legal Officer, Alcar Inc., 8255 Las Vegas Blvd S. Unit 1212, Las Vegas, NV 89123.

17.       Miscellaneous.  Neither party may assign or transfer the Agreement without the other Party’s prior written consent, except in connection with the reorganization, reincorporation, recapitalization, merger or sale of all or substantially all of the assigning party’s assets or stock. Any assignment or transfer in violation of the foregoing provision will be null and void. If a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, invalid or unenforceable, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect. No modification of or amendment to the Agreement will be effective unless in writing signed by the Parties. Only a written instrument specifically waiving compliance that is executed by whichever of Party is entitled to waive such compliance may waive any term and/or condition of the Agreement. Waiver by either Party of a breach of any provision of the Agreement will not operate as a waiver of any other or subsequent breach.  Any rights not expressly granted in the Agreement are reserved by Alcar or Client, as applicable, and all implied licenses are disclaimed. Headings of Sections are for convenience only and are not intended to affect the interpretation or construction of any other provision of the Agreement. Except for Client’s payment obligations, neither Party will have any liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, pandemic, epidemic, or any cause that is beyond such Party’s reasonable control. As used in the Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will”, “shall”, and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions apply both to their singular and plural forms, as the context may require. Each Party acknowledges that it has had the opportunity to review the Agreement with legal counsel of its choice, and there will be no presumption that any ambiguities will be construed or interpreted against the drafter.