Letter of Understanding

The following serves as an offer for ongoing services as a Provider for the [City in Oregon] [Small Natural
Medicine Clinic]. This position is currently a contract position that requires up-front and ongoing
provider services for the afore-mentioned [Small Natural Medicine Clinic]within the providers realm of
licensing and is as follows:

Definitions:

For the following of this contract:

o Provider, physician and doctor are interchangeable terms for the intent of the contract.
o Entity will be defined as the hiring party, [Small Natural Medicine Clinic], also known as
[Small Natural Medicine Clinic].

Terms:
The provider must hold an unrestricted license and notify entity if any action is taken against
said license by any regulatory authority.

The provider must disclose if any action has been taken against the providers credentials,
privileges, contract or membership by any regulatory agency, hospital, insurer, association,
accrediting agency, or other institution.

The provider must have and hold in force malpractice insurance with coverage at 1 million/3
million. If provider is performing telemedicine the providers malpractice insurance must
include coverage for telemedicine. A copy of current insurance must be provided to the
clinic.

All professionally required and standard insurances and coverages will be paid for by the
practitioner.

[SMALL NATURAL MEDICINE CLINIC] will maintain a 1 million/3 million standard liability
coverage for the clinic.

The provider must remain available for the agreed upon schedule. The schedule is to be
determined by the provider and may change quarterly, with 2 weeks advance notice of any
changes.

Except in the case of immediate contract termination based on non-performance by either

party, 45 day termination notice must be given by [Small Natural Medicine Clinic] to the
provider, or by the provider to [Small Natural Medicine Clinic].
 The terms of this contract will stay in effect for two years of employment, however,
amendments to the contract can be made as necessary if agreed upon by both parties. The
original term of the contract is determined to be one year, unless either party is in default.

Compensation:

[Small Natural Medicine Clinic] will pay provider on the following schedule:

50/50 of profit margin for Groupon clients and other special-offer clients. No
offers will be advertised or marketed at this reduced rate unless both provider
and [SMALL NATURAL MEDICINE CLINIC] agree.

60/40 (provider/clinic) for all patients entering the clinic,regardless of cash pay or
under insurance.

Provider will be paid twice a month, on the 5th and 20th of each month. The first
will be partial payment and the second payment will be the remainder of
payment based on insurance, cash and supplement sale income. The second
payment is dependent on and requires that:
--the physician has been submitting super bills on a once/week basis
--the physician promptly reviews the payout information from the medical
billing service in use at the time, (currently available on the 15th
of each month from [BILLER]).

Patient Cancellation and Payment:

Patients will be required to have an active credit card on file, or pay up to the cancellation
fee of $50 on services before being re-scheduled for a missed appointment with less than
24 hour notice of cancellation. The provider schedule will be altered accordingly, with no
payment due to provider. If 24 hour notice is not provided by patient, the cancellation fee
will be charged to the patient and the normal 60/40% will be applied when paid by
patient.

Supplement payment schedule will be as follows:

50% of the profit margin will be paid to the provider whether the provider places the
order directly through the order access portal or sells the supplement directly in office. If
ordered through the portal, the supplement may be sent to the office or directly to the
patients home without affecting the margin split.
 Unless an item is normally stocked, the patient must either have an active credit card on
file OR provide payment in full before a special order item is submitted.

Marketing

Outside marketing appearances will not be paid for by [Small Natural Medicine Clinic];
however, the provider is free to accept compensation from a third party. All marketing
appearances will be made at the discretion of the provider, and subject matter will be
determined by agreement between [Small Natural Medicine Clinic], the provider and the
event host.

Responsibilities of the physician:

New Client Intake

1) Prior to seeing all new patients, an on-line intake form will be filled out by patient and stored in
the HIPPA compliant [Healthcare Billing] system.

For weight loss clients, the intake may include Weight, Body Fat Percentage, Body Mass
Index (BMI)

The provider may request any additional information as they choose; the information will be
kept on the EMR system.

2) For weight loss clients, the provider may choose to direct client questions regarding the [Small
Natural Medicine Clinic] programs and Body Composition Analysis to other staff members as
desired

3) For weight loss clients, duration of the intake appointment should not exceed 30 minutes.
Follow up appointments should not exceed 15 minutes for weight loss only services.

4) At the end of the session the provider must place any prescriptions in the client record within
[Healthcare Billing] system.

5) Provider will fill out the superbill for regular naturopathic services and give to the front desk for
insurance or cash pay follow-up by [SMALL NATURAL MEDICINE CLINIC]. If an [Healthcare Billing]
is in use, the provider is expected to utilize it as appropriate and communicate any needed
follow-up (ordering of supplements, etc) to the front desk.
Provider Schedule

1) As the provider may be working with multiple clinics it will be necessary for the provider to
view their [Healthcare Billing System] schedule daily. Since it is possible that new clients may
be added at any time, it is recommended that the provider check the schedule throughout the
day.
 2) Providers will be responsible for blocking out any scheduled or unavailable appointment times.
If a clinic makes same-day additions to the providers schedule, the clinic will phone the Provider
with an appointment update.

3) Scheduling will be done on the [Healthcare Billing System] site by [Small Natural Medicine Clinic]
staff and the provider. Both Clinic and Provider must input and delete appointments from this
site.

Lectures and Writing:

- The provider will commit to no more than 2 lectures a month
- The provider will commit to writing assignments no more than 6 hours a month.
- 30 days notice must be given to provider regarding lecture schedule.

Client / Provider Etiquette

Responsibilities of the entity:

The clinic will be responsible for providing an office for the provider to perform services.

The clinic will provide front desk staff availability Monday- Thursday, 9am-3pm. These duties
include checking in patients, taking insurance information, benefit checks, checking out
patients, taking payment, rescheduling and adding appropriate material to patient files.

The entity will provide the provider with all training and support materials for the [Small
Natural Medicine Clinic] [Medical] program and other programs as appropriate.

Prescription forms are to be used as provided within the [Healthcare Billing System].

The provider has the final say about any contraindications for any type of treatment offered.

The clinic will provide the provider with laundry services .

The clinic will provide in-office supplies for practitioner including acupuncture supplies,
towels, sheets, injectables, supplements, and other materials agreed upon.

Restrictive Covenant:
It is completely appropriate for the provider to recommend other services or products offered
within the clinic other than those that the patient initially came in for. It is also appropriate to
refer the patient back to their primary Health Care Provider if requested services are out of the
scope of the [Small Natural Medicine Clinic] physician.

Every provider will be required to sign and remain within compliance of a [Small Natural
Medicine Clinic] Mutual Non-disclosure Agreement (Appendix B)
 During or after employment and/or contract work with [Small Natural Medicine Clinic], provider
agrees to not establish or work in or for a new office that offers naturopathic services within a 5
mile radius of where the [Small Natural Medicine Clinic] [City in Oregon] location is operating
business. This agreement shall last for 24 months and will not apply to any [Small Natural
Medicine Clinic] locations that are opened after the provider leaves [Small Natural Medicine
Clinic]s employ.

Termination:
Non-compliance with the terms of the contract will result in immediate termination of the
agreement by either party.

Governing Law: See Appendix B

The Parties have executed this Letter of Understanding as of the Effective Date.

_____________________________ _______________________________
(Clinic Director Name) (Provider Name)
Clinic Director [Small Natural Medicine Clinic] Health
Appendix B

MUTUAL NONDISCLOSURE AGREEMENT

THIS MUTUAL NONDISCLOSURE AGREEMENT (the Agreement) is made as of the date last written below (the
Effective Date) by and between [Small Natural Medicine Clinic], an Oregon corporation (Company), and the
party listed as Entity on the signature page (Entity and together with the Company, a Party).
1. Definition of Confidential Information. Confidential Information means any information
concerning the Parties' business including, but not limited to, all tangible, intangible, visual, electronic, present, or
future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information,
including research, development, procedures, algorithms, data, designs, and know-how; (d) business information
and opportunities, including operations, planning, marketing interests, and products; (e) the terms of any
agreement between Company and Entity and the discussions, negotiations and proposals related to that
agreement; and (f) information which would, due to the nature of information disclosed or the circumstances
surrounding disclosure, appear to a reasonable person to be confidential or proprietary.
2. Nondisclosure of Confidential Information.
General Restrictions and Permitted Use. Company and Entity each agree not to use any Confidential Information
disclosed to it by the other Party for its own use or for any purpose other than to carry out discussions
concerning, and the undertaking of, a business relationship between the Parties (the Relationship).
Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to any
third parties. Neither Party shall disclose or permit disclosure of any Confidential Information of the other
Party to employees of the Party receiving Confidential Information, other than directors, officers, and
employees, as applicable, who are required to have the information in order to carry out the discussions
regarding the Relationship and who are under a contractual and/or professional obligation to maintain
the confidentiality thereof. Each Party agrees that it shall take all reasonable measures to protect the
secrecy of, and avoid disclosure or use of, Confidential Information of the other Party in order to prevent
it from falling into the public domain or the possession of persons other than those persons authorized
under this Agreement to have any such information. Such measures shall include, but not be limited to,
the highest degree of care that the receiving Party utilizes to protect its own Confidential Information,
which shall be no less than reasonable care. Each Party agrees to notify the other in writing of any actual
or suspected misuse, misappropriation or unauthorized disclosure of the other Partys Confidential
Information which may come to the receiving Partys attention.

2.2. Non applicable (examiner network).

2.3 Exceptions. Notwithstanding the above, neither Party shall have liability to the other with regard
to any Confidential Information which the receiving Party can prove: (i) was in the public domain at the time it was
disclosed or has entered the public domain through no fault of the receiving Party or any party to whom the
receiving Party has disclosed such Confidential Information; (ii) was known to the receiving Party, without
restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; or (iii) is
rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect
thereto. In addition, the receiving Party may disclose Confidential Information of the disclosing Party only to the
extent that such information is disclosed pursuant to the order or requirement of a court, administrative agency,
or other governmental body with proper jurisdiction; provided, however, that the receiving Party shall provide
prompt notice of such court order or requirement to the disclosing Party to enable the disclosing Party to seek a
protective order or otherwise prevent or restrict such disclosure through legal means.
 3. No Duplication; Return of Materials. Each Party agrees, except to further the relationship
between the parties, or as otherwise expressly authorized by the other Party, not to make any copies or duplicates
of the other Partys Confidential Information. Any Confidential Information that has been furnished by one Party
to the other in connection with the Relationship shall be promptly returned by the receiving Party, accompanied
by all copies thereof, within ten (10) calendar days after (i) the Relationship has been rejected or (ii) the written
request of the disclosing Party.
4. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under
any patent, copyright or other intellectual property right of either Party, nor shall this Agreement grant either
Party any rights in or to the other Partys Confidential Information other than the limited right to review such
Confidential Information solely for the purpose of determining whether to enter into the Relationship. Each Party
understands that nothing in this Agreement requires the disclosure of any Confidential Information by either Party,
and that each Party has the right to determine, in its sole discretion, which of its Confidential Information, if any,
to disclose to the other Party. Nothing herein shall be construed to require either Party to proceed with the
Relationship or any transaction in connection with which the Confidential Information may be disclosed.
5. Term. The foregoing commitments of each Party shall, to the maximum extent permitted by
applicable law, survive perpetually.
6. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the Parties. Company will have the right to assign
this Agreement to any assignee. Entity may not assign any of its rights hereunder, nor delegate any of its duties
hereunder, without the prior written consent of the Company, and absent such prior written consent, any
attempted assignment or delegation by Entity shall be null, void and of no effect. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the Parties or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
7. Severability. If any provision of this Agreement is unenforceable or invalid, then (i) such
provision shall be adjusted to the minimum extent necessary to cure such invalidity or unenforceability; and (ii) the
balance of this Agreement shall be enforceable in accordance with its terms.
8. Independent Entities. Company and Entity are independent contractors, and nothing contained
in this Agreement shall be construed to constitute Company and Entity as Partners, joint ventures, co-owners or
otherwise as participants in a joint or common undertaking. In no event shall any provision of this Agreement be
construed to create an agency of any kind or to any extent, and at no time shall either Party make commitments or
incur any charges or expenses for, or in the name of, the other Party.
9. Governing Law; Venue. This Agreement and all acts and transactions pursuant hereto and the
rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the
laws of the State of Oregon, without giving effect to principles of conflicts of law.
10. Remedies. Each Party agrees that its obligations set forth in this Agreement are necessary and
reasonable in order to protect the other Party and the other Partys business. Each of Company and Entity
expressly agrees that, due to the unique nature of the disclosing Partys Confidential Information, any breach by
the receiving Party of its covenants or obligations set forth in this Agreement may cause irreparable injury to the
disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise,
the disclosing Party shall be entitled (i) to obtain injunctive relief against the threatened breach of this Agreement
or the continuation of any such breach by the receiving Party, without the necessity of proving actual damages;
and (ii) to be indemnified by the receiving Party from any loss or harm, including but not limited to attorneys fees,
arising out of or in connection with any breach or enforcement of the receiving Partys obligations under this
Agreement or the unauthorized use or disclosure of the disclosing Partys Confidential Information.
11. Amendment and Waiver. This Agreement may not be amended or modified except in a writing
duly executed by the Party against whom enforcement of such amendment or modification is sought. No waiver
under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against
whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the
specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any
other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall
not be deemed a waiver of that right.
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one instrument.
13. Entire Agreement. This Agreement is the product of both of the Parties hereto, and constitutes
the entire agreement between such Parties pertaining to the subject matter hereof, and merges all prior
negotiations and drafts of the Parties with respect to the covenants set forth in this Agreement. Any and all other
written or oral agreements existing between the Parties hereto regarding such covenants and/or subject matter
are expressly canceled.
The Parties have executed this Mutual Nondisclosure Agreement as of the Effective Date.
[SMALL NATURAL MEDICINE CLINIC]
By:
Name: [Owner]
Date: [Date]

Address:

ENTITY:

By:
Name:
Date:

Address: