What agreement does the 'Management Company' enter into with Degree Wellness to operate a Studio Management Business?

see]* , which with its successors and assigns is herein called "Management Company", and [the professional corporation], which with its successors and assigns is herein called "Licensed Provider", is to EVIDENCE THAT:

WHEREAS, Management Company has entered into a Franchise Agreement (the "Franchise Agreement") with Degree Wellness, LLC ("Degree Wellness"), dated as of the date of this Agreement, whereby Degree Wellness grants to Management Company a franchise (the "Franchise") to operate a Studio Management Business and the right to use Degree Wellness's business model, services and products (the "System") and Marks (as defined in Section 4.2 below);

WHEREAS, Licensed Provider desires to provide health and wellness services utilizing Degree Wellness's System and Marks, and Licensed Provider requires the provision of certain management, administrative, and similar services; and

WHEREAS, Management Company and Licensed Provider desire to enter into an arrangement under the terms and conditions stated in this Agreement whereby Management Company can provide (or cause to be provided) certain management, administrative and similar services requested by Licensed Provider and whereby Licensed Provider can provide health and wellness services using the System and Marks at the Licensed Provider's Studio business, which may be carried out directly by the Licensed Provider or through an entity authorized to carry out such business (the "Studio").

NOW, THEREFORE, in consideration of the foregoing statements and the mutual covenants and promises made in this Agreement and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Management Company and Licensed Provider (herein collectively called the "Parties" and individually called a "Party") hereby agree as follows:

1. Agreement Term.

• 1.1 The initial term of this Agreement shall commence as of the date first written above and continue until _____________ [end of Franchise Agreement Initial Term], unless terminated or renewed as provided in this Agreement.
• 1.2 This Agreement will automatically renew for additional one (1) year periods following the end of the initial term unless Management Company or Licensed Provider provides written notice of non-renewal at least 60 days prior to the end of the initial term or current renewal term.
• 1.3 The initial term and any renewal terms are referred to herein as the "Agreement Term."

2. Management Company Responsibilities.

• 2.1 For purposes of this Agreement, the phrase "Management Company Services" specifically includes the following, except to the extent any of the foregoing would constitute Studio Services (as defined in Section 3.1 below): [Subject to change in order to comply with applicable law]
• (a) Acquiring the site for Management Company and Licensed Provider to provide their respective services for the operation of the Studio under this Agreement (the "Premises"). The Premises shall comply in all respects with Degree Wellness's System requirements. Management Company shall perform all tenant responsibilities under the lease agreement for the Premises (or similar responsibilities if Management Company owns the Premises), including, but not limited to, paying rent, acquiring and maintaining connections to utilities, phone and internet services, and performing, or causing to be performed, maintenance, repair, replacement, and janitorial services;
• (b) Acquiring all fixtures, equipment, and furnishings necessary for the operation of a Degree Wellness Studio Management Business and the operation of the Studio, and maintaining, repairing, and replacing such fixtures, equipment, and furnishings;
• (c) Developing and implementing a business plan for the Studio and managing the operational workflow of the Studio business, specifically, scheduling patient appointments and responding to patient inquiries, determining fees charged for the provision of supplies and devices to patients, assisting the Licensed Provider in the billing and the collection of fees payable for Licensed Provider's provision of the Studio Services, devices, and supplies to patients pursuant to Section 3.1(c), arranging for participation in discount medical plan organizations, including collection of fees from third-party payors, and maintaining patient records, including the confidentiality thereof, under the direction of Licensed Provider, pursuant to Section 3.1(d) below;
• (d) Providing office management for the Studio, including purchasing supplies (including office, health and wellness supplies), computer and peripherals, practice management software, off-the-shelf software, general secretarial services, answering telephones and responding to emails and facsimiles, and procuring uniforms;
• (e) Hiring, training, scheduling, supervising and managing all administrative and office staff of the Studio Management Business and the Studio, as applicable, and ensuring that the Studio Management Business and Studio business are sufficiently and adequately staffed; provided, however, that Licensed Provider, and not Management Company, shall be solely responsible for assigning and supervising staff for purposes of providing the Studio Services;
• (f) Administering payroll and all insurance and fringe benefit plans of Licensed Provider and any employees of Licensed Provider;
• (g) Billing and collecting fees charged by Licensed Provider for the Studio Services, or for other goods or services sold at or through the Studio, in compliance with all laws and regulations and all requirements under third party payor contracts and requirements, depositing payments made by patients and third party payors to the Studio into a bank account meeting Management Company's requirements (the "Licensed Provider Account");
• (h) Performing all bookkeeping and accounting for the Studio Management Business and the Studio operations, including maintaining records, preparing any required financial reports, billing and collection of expenses, preparing and filing all federal, state, and local sales, payroll,

and business tax returns of the Studio Management Business and Studio/Licensed Provider, except such fees which shall remain the responsibility of Licensed Provider pursuant to Section 3.1(e);

• (i) Managing and establishing advertising, promotions, and marketing programs for the Studio, subject to Licensed Provider's confirmation as to compliance with applicable laws, rules and regulations;
• (j) Obtaining and managing Licensed Provider's malpractice insurance and other necessary insurance coverages set forth in Section 8, including the payment of applicable premiums and deductibles; and
• (k) Applying funds transferred to it from the Licensed Provider Account to pay the designated operating expenses of the Studio.
• 2.2 During the Agreement Term, Management Company shall provide Licensed Provider the Management Company Services in compliance with the terms and conditions set forth in this Agreement and the Franchise Agreement, and all applicable laws, rules and regulations. Licensed Provider hereby grants to Management Company the right and authority, and designates Management Company as its attorney-in-fact, to sign all documents on behalf of Licensed Provider to the extent necessary to provide the Management Company Services to Licensed Provider hereunder and to perform Management Company's duties and obligations under this Agreement.

3. Licensed Provider Responsibilities.

• 3.1 During the Agreement Term, Licensed Provider shall provide the Licensed Provider Services in compliance with the terms and conditions set forth in this Agreement and all applicable laws, rules and regulations. For purposes of this Agreement, the phrase "Licensed Provider Services" specifically includes the following: [Subject to change in order to comply with applicable law]
• (a) Performing all heath care (as such term is defined by applicable state laws and regulations) and related services at the Studio (collectively, the "Studio Services"). Licensed Provider shall devote his/her best efforts to the Studio business and shall provide, and create billing and coding records for, the Studio Services, and any additional services required by the Management Company, in a professional manner, in compliance with all laws, rules and regulations, applicable System requirements, all requirements under third party payor contracts, and the generally accepted standards of care for the area in which the Premises is located;

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)