Exhibit 10.1

INVO Bioscience Inc.

Distribution Agreement

THIS AGREEMENT is made this 23rd day of November 2020, (the “Commencement Date”) between INVO Bioscience Inc., a Nevada Corporation with a registered office at 5582 Broadcast Court, Sarasota, FL 34240 (“INVO”) and IDS Medical Systems (M) Sdn Bhda company with an address of No 8 Jalan Pensyarah U1/28, Hicom Glenmarie Industrial Park, 40150 Shah Alam, Selangor (“DISTRIBUTOR”). INVO and DISTRIBUTOR may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, DISTRIBUTOR is a distribution company with the resources and expertise necessary to distribute medical devices such as those Products manufactured by INVO;

WHEREAS, INVO is the global manufacturer of the patented INVOcell® and INVO procedure and affiliated Medical Devices and accessories;

WHEREAS, DISTRIBUTOR desires to obtain from INVO and INVO desires to grant to DISTRIBUTOR, on the terms and conditions set forth below, the right to exclusively distribute the Products to customers (qualified physicians and fertility clinics) within the Territory; and

WHEREAS, INVO is entering into this Agreement based on assurances that DISTRIBUTOR will devote its best efforts to market and distribute certain Products in the Territory and will otherwise adhere to all the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are now and forever acknowledged and confessed, the Parties hereto agree as follows:

1.     GRANT OF DISTRIBUTION RIGHTS

A.     Subject to all of the terms and conditions of this Agreement (including the attached Exhibits), INVO hereby grants the DISTRIBUTOR the exclusive right to distribute the INVO products (the “Products”) set forth on Exhibit A in the territory described in Exhibit B (the “Territory”).

B.     Without limiting INVO’s other rights, INVO is expressly entitled (i) to sell or solicit sales to persons located outside the Territory, (ii) to sell or solicit sales directly to customers as a result of a multi-facility sales agreement entered into directly by INVO and its customer outside of the territory, and (iii) to grant exclusive or non- exclusive use, manufacturing, distribution and/or trademark licenses or agreements covering the Products outside of the Territory.

C.     Any other products actually purchased by DISTRIBUTOR from INVO during the term hereof may be added to this Agreement on a case-by- case basis upon mutual written agreement of the Parties.

2.     APPOINTMENT

A.     DISTRIBUTOR is appointed exclusive Distributor only for the Territory, with the exceptions listed in Exhibit C, and will not utilize, re-sell any Products to any Parties located outside the Territory. DISTRIBUTOR will not distribute or re-sell Products in the Territory to any person or entity, which DISTRIBUTOR knows or should know, will use, utilize, distribute or sell Products outside the Territory. DISTRIBUTOR will promptly notify INVO of all sales and procedure requests received from potential patients and customers inside or outside the Territory for Products, which are to be utilized or sold outside the Territory. INVO reserves the right to distribute, whether directly or indirectly, any and all Products worldwide without restriction outside of the DISTRIBUTOR’s defined Territory and to those individuals and entities listed on Exhibit C.

B.     INVO will promptly notify DISTRIBUTOR of all requests received from potential patients and customers inside the Territory looking to utilize the INVO Procedure and Products inside the Territory.

3.     TERM OF AGREEMENT AND EARLY TERMINATION

A.     This Agreement will begin on the Commencement Date and will continue for a period of three (3) years (the “Term”), unless otherwise terminated in accordance with the provisions of this Agreement. This Agreement may be renewed upon the mutual agreement of the Parties.

B.     Early Termination. Notwithstanding any other provisions of this Agreement, this Agreement may be terminated before its normal expiration date under the following circumstances:

1.     If either Party defaults in the performance of any of its obligations under this Agreement, the other Party may give written notice to the defaulting Party specifying the nature and the extent of the default and demanding a cure to the default, and the defaulting Party will then have thirty (30) days to cure each default. If the default is not cured within thirty (30) days of the date of notice, then the aggrieved Party may by written notice terminate this Agreement effective immediately upon the defaulting Party's receipt of the notice.

2.     If either Party ceases active operations, becomes bankrupt or insolvent, or makes an assignment for the benefit of its creditors, or has a receiver appointed for it or for any of its properties, the other Party will have the right to terminate this Agreement effective immediately upon the date of written notice to the other Party. All outstanding debts will be required to be paid to the other Party within 30 days of this notice.

3.      Either Party shall have the right to terminate this Agreement or any licenses surviving hereunder after termination of this Agreement in the event such other Party undergoes a Change of Control provided that the terminating Party must exercise such right no later than ninety (90) days after receiving notice of such Change of Control.

4.     Either Party will have the right to terminate this Agreement immediately upon written notice to the other in the event that any other agreement existing between INVO (or its affiliates) and DISTRIBUTOR (or its affiliates) terminates for cause during the term of this Agreement.

5.     In the event there shall be a change in applicable country statutes, local statutes, case law, administrative interpretations, regulations or general instructions, the adoption of new federal or local legislation, or a change in any third-Party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated under this Agreement or which shall make this Agreement or any related agreements unlawful or unenforceable, or which would be reasonably likely to subject either Party to this Agreement, or any member, manager, officer, director, employee, agent or affiliated organization to any civil or criminal penalties or administrative sanctions, the Parties shall immediately use their best efforts to enter into a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with the law, regulation, or policy, or which eliminates the possibility of such penalties, sanctions or unenforceability, and that approximates as closely as possible the economic position of the Parties prior to the change.

6.     Selling or distributing product by DISTRIBUTOR outside of defined Territory is grounds for immediate termination of this Agreement by INVO.

C.     Obligations Upon Termination

1.     In the event of the termination of this Agreement by INVO pursuant to Section 3.B., INVO will have the right to withhold payment of any amounts owed by INVO under the Agreement as a set-off against any damages, including fines and attorneys' fees, which INVO incurs as a result of DISTRIBUTOR's default.

2.     Immediately upon the termination or expiration of this Agreement, DISTRIBUTOR's appointment will terminate and all of DISTRIBUTOR's rights under the Agreement will terminate, including the right to any additional payments or fees, or other termination claims, except that DISTRIBUTOR will have the right to return its remaining inventory of the Products, subject to the terms and conditions of this Agreement. Following any expiration or termination of this Agreement, DISTRIBUTOR will within thirty (30) days of the effective date of termination return all unused Products in its inventory. INVO shall not be obligated to accept any returns after this thirty (30) day period, or to accept any returns of any Products not in salable condition. INVO shall purchase all unused products at transfer price from the DISTRIBUTOR.

3.     The termination or expiration of this Agreement will operate as a cancellation, as of the date of the termination, of all orders which have not been accepted by INVO and, thereafter, INVO will not be obligated to fill such orders. DISTRIBUTOR will be not be obligated to pay for any Products shipped pursuant to an order not accepted at the time of the notice of termination, but will be required to pay for all Products shipped pursuant to any order accepted prior to delivery of notice of termination, that are not returned. Within thirty (30) days after the date of termination or expiration of the Agreement, DISTRIBUTOR will pay all outstanding invoices and deliver to INVO any and all other sums due INVO from DISTRIBUTOR under the Agreement and will return to INVO all trade secret and confidential information belonging to INVO, along with any and all sales aids which INVO may have supplied to DISTRIBUTOR under this Agreement.

4.     Upon the expiration or effective date of termination of this Agreement, DISTRIBUTOR will immediately remove from its premises, website and elsewhere all signs, promotion and advertising relating to being the exclusive distributor of INVO and the Products and will stop all use of the INVO Trademarks and all other trademarks and trade names identified with the Products. DISTRIBUTOR will also ensure that all such use by any assistant or subsidiary or others claiming rights from DISTRIBUTOR will also immediately cease and will no longer use, without INVO’s written consent, any name, title, or expression in connection with any business in which DISTRIBUTOR is engaged which, in the judgment of INVO, so nearly resembles any trademark or trade name, or part thereof, owned by INVO, including the INVO Trademarks, as to be likely to lead to confusion or uncertainty on the part of the public.

5.     Upon the expiration or effective date of termination of this Agreement, INVO will immediately remove from its premises, website and elsewhere all signs and advertising relating to DISTRIBUTOR and its affiliated businesses.

6.     It is understood by the Parties hereto that in the event of the termination of this Agreement or its expiration, INVO shall have no obligation whatsoever to reimburse or otherwise compensate DISTRIBUTOR, in whole or in part, for the capital or labor investment undertaken in connection with the storage or utilization of the Products, including without limitation its investment in personal or real property or any improvements thereto, any personnel employed by DISTRIBUTOR engaged in the use, handling, storage or utilization of the Products, for advertising, promotion or marketing efforts undertaken in connection with the Products, or to compensate or indemnify DISTRIBUTOR in any other way whatsoever, including without limitation on account of the loss of prospective profits on anticipated procedures, sales or commitments in connection with the business or goodwill of DISTRIBUTOR. DISTRIBUTOR acknowledges that (i) DISTRIBUTOR has no expectation and has received no assurances that its business relationship with INVO will continue beyond the stated term of this Agreement or it’s termination in accordance with the terms of this Agreement, or that any investment by DISTRIBUTOR in the promotion of Products will be recovered or recouped by virtue of this Agreement; and (ii) DISTRIBUTOR will not have or acquire any vested, proprietary or other right in the promotion of the INVO Procedure or Products or in any goodwill created by its efforts under this Agreement. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR INVO TO ENTER INTO THIS AGREEMENT AND THAT INVO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY OUTLINED IN THIS SECTION.

7.     The expiration or termination of this Agreement will not affect any existing obligation of either Party with respect to monies already owed or to Confidential Information (as defined below).

8.     In the event of early termination, pursuant to Section 3.B of this Agreement, DISTRIBUTOR may continue to perform and discharge its contractual obligations to distribute and sell Products under this Agreement to its customers, which obligations DISTRIBUTOR had entered into prior to the effective date of termination. Further, DISTRIBUTOR may fulfil its obligations under any tenders which have been submitted by DISTRIBUTOR to the customers prior to the effective date of termination (whether awarded or not yet awarded). (Both the contractual obligations and obligations under the tenders specified in this clause shall be collectively referred to as “Ongoing Obligations”.) INVO will continue to sell the Products to Distributor to support the Ongoing Obligations, subject to the terms and conditions of this Agreement, provided that satisfactory proof of the Ongoing Obligations is submitted to INVO within thirty (30) days of termination

4.     TERMS AND CONDITIONS OF SALE TO DISTRIBUTOR

A.     Purchase Orders. DISTRIBUTOR will order Products from INVO and INVO will sell Products to DISTRIBUTOR pursuant to the terms and conditions in this Agreement. In the event of a conflict between the terms of purchase order and the terms of this Agreement, the terms of this Agreement will control. Each confirmed purchase order will be an agreement between DISTRIBUTOR and INVO for the delivery of Products in accordance with this Agreement.

B.     Price. The price payable by DISTRIBUTOR for Products purchased from INVO will be the Wholesale Price outlined in Exhibit A to this Agreement. INVO may change the Wholesale Price, from time to time, in its sole discretion; provided that the new Wholesale Price will not be effective until thirty (30) days after INVO gives Distributer written notice of such change. The Price does not include handling, shipping and insurance charges, taxes, such as property, sales, use, or similar taxes. The payment of the full amount of all such fees, charges or taxes will be the responsibility of DISTRIBUTOR. If INVO is required to collect or pay any such fees, charges or taxes, the amounts so paid or collected will be billed to and reimbursed by DISTRIBUTOR. DISTRIBUTOR will provide INVO with appropriate sales tax exemption certificate numbers and forms along with other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such fees, charges or taxes.

C.     Payment. A defined terms credit limit will be established by INVO. Terms of payment are outlined in Exhibit A. Payment for all orders above the established credit limit will be paid in advance. All payments will be made in United States dollars. Failure to make any payment when due will be deemed a material breach of this Agreement and will entitle INVO to interest of overdue payments at the rate of 1.5% (one and one half percent) per month.

D.     INVO Remedies. In addition to any other legal or equitable remedies INVO may have, INVO reserves the right to refuse to accept or to cancel any orders placed by DISTRIBUTOR and accepted by INVO, or to refuse or delay shipment, if DISTRIBUTOR (i) fails to make any payment as provided for in this Agreement or an INVO invoice, (ii) fails to meet reasonable credit or financial requirements established by INVO, including any limitations on allowable credit, or (iii) otherwise fails to comply with the terms and conditions of this Agreement.

E.     Risk of Loss and Title to Products. Risk of loss or damage to the Products will pass to DISTRIBUTOR upon receipt and inspection of the delivered order, and INVO will have no further responsibility for any damages or losses to the Products, except when a defect is discovered upon opening a Product for immediate use, and then INVO will be responsible to replace any Product deemed defective or contaminated. For the shelf life of the Products, INVO will replace any Product that is deemed defective during this time frame. INVO and DISTRIBUTOR will work together to obtain insurance from an insurance company satisfactory to INVO covering the Products in the amount equal to the order price. For each damaged unit returned to INVO, INVO will reimburse DISTRIBUTOR at the order price. Unaccounted for units, not returned for any reason, will be invoiced to DISTRIBUTOR at the full order price per the contract.

Title to the Products will pass to DISTRIBUTOR when Products are loaded for shipment at the INVO facility, unless otherwise designated by INVO.

F.     Discontinued Licensing and Distribution. INVO reserves the right to discontinue the distribution of any Products at any time upon notice to DISTRIBUTOR due to malpractice, misuse, or malfeasance and to cancel any orders for discontinued Products without liability of any kind to DISTRIBUTOR or to any other person whenever possible ninety (90) days prior to implementation of such discontinuation No such cancellation, refusal or delay will be considered to be a termination or breach of this Agreement by INVO.

G.     Changes to Products. It is understood that the basic specifications of any Product may be modified by INVO. INVO will notify DISTRIBUTOR of significant changes in specifications that will alter the use or handling of the Product, whenever possible ninety (90) days prior to implementation of such change.

5.     GENERAL CONDITIONS

A.     Sales Promotion. DISTRIBUTOR shall use its best efforts to promote, market and sell the Products to the customers in the Territory, to meet the market demand for the Products for use in the Territory. DISTRIBUTOR shall refrain from misrepresenting the origin of the Products in such a way that would cause one to believe that the Products are manufactured or developed by anyone other than INVO. DISTRIBUTOR shall distribute the Products in the Territory so as to include all warnings and instructions necessary for the proper use of the Products and shall not make any warranty, express or implied, relating to the Products other than the warranty set forth in Section 5 (L). Distributor shall only promote and market the Products for the approved indications as stated in the Product labeling.

B.     Promotional Materials. DISTRIBUTOR shall ensure that all advertising, promotional literature and packaging for the Products comply with all applicable laws and regulations. DISTRIBUTOR shall not use any advertising or promotional materials to promote the Products or any packaging that have not been approved in writing by INVO in advance.

C.     Registrations. DISTRIBUTOR will notify INVO promptly upon becoming aware of any additional governmental approval requirements with respect to the Products in the Territory. If additional governmental registrations, licenses, permits or approvals (collectively, “Registrations”) are required in the Territory, then DISTRIBUTOR shall, at its own expense, obtain the Registrations that are necessary to permit the purchase, distribution and resale by DISTRIBUTOR of the Products in each country in the Territory. INVO shall reasonably cooperate with the DISTRIBUTOR in connection with obtaining the Registrations. All Registrations shall be owned by and made in the name of INVO. DISTRIBUTOR shall provide INVO with all tangible documents, records, and other property relating to the Registrations. DISTRIBUTOR shall have the right to maintain copies of all Registrations, as necessary for DISTRIBUTOR’s activities authorized hereunder. DISTRIBUTOR shall, at no cost to INVO, execute such documents and instruments and take such further actions as necessary or appropriate to evidence INVO’s ownership of the Registrations.

D.     Conduct of Business. DISTRIBUTOR shall conduct its business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of INVO. Without limiting the generality of the foregoing, DISTRIBUTOR shall (a) avoid deception, misleading or unethical practices that are or might be detrimental to INVO or the public, including but not limited to disparagement of INVO or the Products; (b) not publish or employ, or cooperate in the publication or employment of any misleading or deceptive advertising material; (c) make no representations, warranties or guarantees to third parties with respect to the specifications, features or capabilities of the Products that are inconsistent with any representations, warranties or guaranties regarding the Products that are expressly authorized by INVO; (d) use marketing and advertising efforts of high quality and good taste, and preserve the professional image and reputation of INVO and the Products; and (e) use professional and properly trained, as per INVO’s requirements, sales force to promote, market and sell the Products.

E.     Inventory. DISTRIBUTOR will maintain an adequate inventory of Products (and accessories) at all times. An "adequate inventory" is defined as an inventory that will allow DISTRIBUTOR to promptly and efficiently meet the demand of the INVO procedure in DISTRIBUTOR’s centers and by customers in the Territory. INVO will maintain an adequate inventory of Products (and accessories) at all times. An "adequate inventory" is defined as an inventory that will allow DISTRIBUTOR to efficiently meet the demand of the INVO procedure in the Territory.

F.     Other Regulations. DISTRIBUTOR will keep INVO currently informed, in writing, of all governmental and/or technical regulations that may apply to the Products in the Territory. INVO will determine whether any of the Products will be modified in order to conform to any such regulations, but INVO will not be required to modify any of the Products.

G.     Product Price. INVO will offer DISTRIBUTOR wholesale distributor pricing for the Products and DISTRIBUTOR will be required to re-sell Products in the Territory at a price not to exceed fair market value in the Territory. DISTRIBUTOR price list will be consistently maintained by DISTRIBUTOR. It must be approved and supplied to INVO annually as well be made available to INVO upon request. 

H.     Re-Purchase for INVO Clinics. INVO shall be entitled, in its sole discretion and at its sole cost, to establish and designate INVO Clinics, whether as new or within existing medical practices, that will promote use of the Products in the Territory through a contractual relationship with or an ownership interest by INVO. INVO shall provide written notice to DISTRIBUTOR not less than ninety (90) days prior to its establishment and designation of each INVO Clinic. For purposes of INVO Clinics in the Territory, INVO shall be entitled to order and purchase the Product solely from DISTRIBUTOR (the “Repurchased Product”) on the following terms: (a) INVO may not submit an order to purchase (when aggregated with all other orders to purchase during the immediately preceding 90 day) in the aggregate for more than ten percent (10%) of DISTRIBUTOR’s then-current inventory of the Product, and (b) upon placing a purchase order with DISTRIBUTOR, INVO shall pay DISTRIBUTOR within thirty (30) days in immediately available funds the amount equal to One Hundred U.S. Dollars (US$100) more than the then-current Wholesale Price of each Product. INVO shall provide Distributor with annual reports summarizing its promotion and use of the Products at INVO Clinics in the Territory.

I.     Communications with Potential Customers. If DISTRIBUTOR becomes aware that a potential customer may be interested in partnering with INVO to establish an INVO Clinic, DISTRIBUTOR shall promptly inform INVO of such interest and shall make all commercially reasonable efforts to facilitate communication between INVO and the potential customer.

J.     Regulatory Approvals; Compliance with Law. INVO represents and warrants that the INVOcell® Product has received marketing clearance by the United States Food and Drug Administration (US FDA) and was developed and is manufactured in accordance with applicable laws and industry standards.

1.     DISTRIBUTOR, at its own expense, represents and warrants that it shall have in effect at all times during the Term of this Agreement all licenses, permits, certifications and authorizations from all federal, state, and local authorities necessary to the performance of its obligations under this Agreement and DISTRIBUTOR is responsible for complying with local laws regarding the use of the Products within the Territory. INVO will cooperate with the DISTRIBUTOR in obtaining any necessary approvals. DISTRIBUTOR will make sure that the INVO name is included in any approval obtained, as required by the governing authority.

2.     DISTRIBUTOR shall comply with all governmental laws, regulations, and orders that may be applicable to DISTRIBUTOR by reason of its execution of this Agreement, including, without limitation, any requirement to be registered as INVO’s independent distributor with any governmental authority, and including any and all laws, regulations, or orders that govern or affect the ordering, export, shipment, import, sale (including government procurement), delivery, or redelivery of the Products in the Territory. DISTRIBUTOR shall not engage in any course of conduct that, in INVO’s reasonable belief, would cause INVO to be in violation of the laws of any jurisdiction.

3.     DISTRIBUTOR represents and warrants that in the performance of its obligations under this Agreement, DISTRIBUTOR shall not act in any fashion or take any action which will render INVO liable for a violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist DISTRIBUTOR or INVO in obtaining or retaining business. INVO shall have the right to terminate this Agreement immediately if Distributor takes any action in violation of the U.S. FCPA. DISTRIBUTOR shall indemnify and hold INVO harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) relating to DISTRIBUTOR’s breach of this Section.

K.     Accurate Records; Reports of Operation. DISTRIBUTOR agrees to maintain accurate and complete books, records and accounts of transactions under this Agreement. DISTRIBUTOR will provide INVO with its actual and forecast usage, market trends for the utilization of Products, and such other information as INVO reasonably requests.

1     The product is classified as a Class II Medical Device by the FDA and as such proper record keeping and traceability information must be maintained by DISTRIBUTOR. DISTRIBUTOR will keep detailed traceable records maintained by Lot Number of every Products it receives for use with his/her own patients and the destination of any Products he/she distributes to customers in the Territory. Discarded Products must also be kept tracked and logged with their disposition.

2     DISTRIBUTOR is required to report any adverse effect or event that occurs with the use of any Product immediately to INVO. INVO will have sole responsibility for reporting any adverse event associated with any Product to the applicable governmental authority.

3     DISTRIBUTOR is required to provide INVO quarterly activity reports within the close of the following month. These activity reports will be defined by both Parties. Items it may include are cycles started, cycles completed, number of clinical pregnancies, miscarriages, births - single and multiples. Any personally identifiable information or data covered under law, regulation, or standard such as HIPAA, must first be de-identified by the DISTRIBUTOR so that the original value is not recoverable prior to providing to INVO. INVO has the right to use the de-identified data provided in this activity report for any purpose.

L.     No Repackaging or Relabeling. All shipments of the products purchased by DISTRIBUTOR will be used by DISTRIBUTOR in their original configuration including the original labels provided by INVO.

M.     Advertising.

1.     Subject to Section 5.I.2 and Article 11, all advertising by DISTRIBUTOR, its agents and employees will follow general advertising statements and specific instruction as to the use of INVO Trademarks and Branding (as hereinafter defined) provided by INVO see Exhibit E.

2.     The INVO name, Branding and the INVO Trademarks will be featured in advertising and promotion by DISTRIBUTOR targeted to the Territory with respect to the Products unless otherwise previously agreed upon in writing by INVO. DISTRIBUTOR is required to submit all INVO branded marketing materials of any type to INVO for approval. INVO may request DISTRIBUTOR to alter its advertising, and DISTRIBUTOR will comply with all such requests at its sole expense. INVO will provide approved copy of recommended materials bearing the INVO brand for use by the DISTRIBUTOR while this agreement is in effect.

3.     All marketing, promotional materials and advertising will be in compliance with FDA regulations and approved by INVO.

4.     DISTRIBUTOR agrees, upon request, to promptly discontinue any promotional activities, advertising or practice which INVO reasonably determines might mislead or deceive the public or which might be detrimental to the good name, trademarks, trade names, goodwill or reputation of INVO or the Products. DISTRIBUTOR may not advertise the Products outside the Territory. Any Product which DISTRIBUTOR advertises or otherwise represents to customers as being made by or obtained from INVO must in fact be so made or obtained.

5.     Social Media Advertising: DISTRIBUTOR agrees to establish social media business accounts used for business purposes only and ensure accounts only contain promotional information in compliance with current cleared product labeling per FDA regulations.

N.     Trademark License

1.     License. INVO hereby grants to Distributor an exclusive license to use the trademarks set forth on Exhibit E (“Licensed Marks”) in the Territory in connection with the promotion, distribution, and sale of the Products during the Term as contemplated by this Agreement. Distributor will conduct its business under its own trade name, but may refer to itself as an authorized distributor of INVO and the Products in the Territory.

2.     Quality Control. In order to protect the goodwill associated with the Licensed Marks, Distributor shall use the Licensed Marks only in connection with goods produced and manufactured by INVO, and sold by Distributor in the Territory in accordance with such guidance and directions furnished by INVO from time to time to ensure that the quality of the goods shall always be satisfactory to INVO. INVO shall be the sole judge of whether or not Distributor has met or is meeting the standards of quality so established. Distributor will permit duly authorized representatives of INVO to inspect the premises of and all forms of use of the Licensed Marks by Distributor at all reasonable times, for the purpose of ascertaining or determining compliance with these quality control measures.

3.     No Grant of License. Except for the limited rights granted to Distributor in Section above, nothing contained in this Agreement shall give Distributor or any other person or entity any rights or interest in any trade name, trademark, logo or other trade designation owned or used by INVO, and Distributor agrees that it will not at any time during or after termination of this Agreement assert or claim any interest in, or do anything which may adversely affect the validity or enforceability of, any trade name, trademark, logo or other trade designation belonging to INVO or the rights of INVO therein.

4.     Ownership. Distributor acknowledges and agrees that, as between INVO and Distributor, INVO owns and shall continue to own all right, title and interest in and to the Licensed Marks throughout the world, and to any registrations that have issued or may issue thereon. The Parties acknowledge that any and all goodwill arising from Distributor's use of the Licensed Marks shall inure to the benefit of INVO. Distributor agrees to cooperate and assist INVO in preserving INVO's interest in the Licensed Marks. Distributor agrees not to challenge INVO's ownership or validity of the Licensed Marks or any derivation thereof worldwide. Upon termination or expiration of this Agreement, Distributor shall cease all display, advertising and use of the Licensed Marks and shall not thereafter use, advertise or display any trade name, trademark, logo or other trade designation which is, or any part of which is, the same as or confusingly similar to any such trade name, trademark or other designation associated with INVO or the Products. Distributor shall not at any time use or register the Licensed Marks or any other trademark or trade name used by INVO, whether alone or in combination with other words or symbols, or any mark, name or logo which is, or any part of which is, confusingly similar to any designation associated with INVO or the Products. The provisions of this Section shall survive termination of this Agreement.

5.     Enforcement. If Distributor believes that a third party has violated or infringed, or threatens to violate or infringe the Licensed Marks, Distributor shall promptly notify INVO thereof and confer with INVO as to appropriate steps necessary to police such infringement.

O.     Commercial Practices. The DISTRIBUTOR will at all times respect the laws and rules of commerce and fair competition in the Territory. DISTRIBUTOR attests that it will not enter into exclusive agreements with customers to enforce the sale and use of only DISTRIBUTOR owned INVO Products in the Territory.

J.     Inspection. Upon request with reasonable notice, INVO and its representatives will have reasonable access, during normal working hours, to DISTRIBUTOR's place(s) of business to review DISTRIBUTOR's compliance with this Agreement.

K.     Cooperation with Recall. If INVO, or one of INVO suppliers, institutes a recall or notification campaign, or similar program, with respect to any one of the Products, DISTRIBUTOR will assist INVO in any and every way necessary to comply with the terms and goals of the campaign or program at INVO’s cost.

L.     Limited Warranty. INVO agrees to warrant the Products to DISTRIBUTOR in accordance with its limited warranty in effect at the time of shipment. INVO’s limited warranty may be changed by INVO at any time in its sole discretion upon thirty (30) days' written notice to DISTRIBUTOR. DISTRIBUTOR must extend to any patient or customer a warranty that is equal to or exceeds INVO’s limited warranty. In the event that DISTRIBUTOR offers a warranty that exceeds INVO’s limited warranty, DISTRIBUTOR will be exclusively responsible for such extended warranty, will support all consequences regarding the warranty and will hold INVO harmless with regard to any warranty related costs. INVO WILL HAVE NO LIABILITY TO DISTRIBUTOR, DISTRIBUTOR'S PATIENTS, CUSTOMERS OR OTHER THIRD PARTIES FOR CLAIMS OR DAMAGES OF ANY KIND, INCLUDING

INCIDENTAL OR CONSEQUENTIAL DAMAGES, OTHER THAN AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. No employee, agent or representative of INVO has the authority to bind INVO to any oral representation or warranty concerning any Product sold. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of INVO shall not be enforceable by DISTRIBUTOR. INVO makes no warranty and shall have no obligation with respect to expendable or consumable parts and supplies or with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized installation, alterations or repairs to the Products.

INVO warrants to DISTRIBUTOR (purchaser of the product) for ninety (90) days from receipt of the Products, if used as authorized in accordance with INVO specifications, will not have significant defects in materials or workmanship that make the Product unusable. If the Product is deemed unusable or defective it will be replaced by INVO. INVO makes no warranty or representation that the Products will meet any customer specific requirements. INVO makes no warranty, implied or otherwise, regarding the performance or reliability of any Third-Party products such as culture medium. This limited warranty does not cover damage of any sort resulting from, but not limited to, accidents, improper storage, improper operation, alterations, tampering, abuse, neglect, fire, flood, war, or acts of God. Additionally, this limited warranty does not cover unintended use, failure to follow instructions for use (IFU), re-use, modification to the INVO procedure or unauthorized repair/modification of the Products. INVO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

M.     Warranty Return Procedures. DISTRIBUTOR shall be responsible for all communication concerning warranty claims, maintenance and support requests. DISTRIBUTOR shall comply with INVO’s current Product return procedure, which INVO may change from time to time. This procedure is called the Return Material Authorization (RMA) procedure. At its option, INVO shall replace defective Product(s) that are covered by INVO’s limited warranty and returned in accordance with INVO’s RMA procedure or provide a refund of the price paid to INVO for such Product. INVO shall pay freight charges on shipments to DISTRIBUTOR of the replaced Product(s) under warranty; however, DISTRIBUTOR shall pay all taxes if applicable and other charges on such shipments. Products that INVO determines are not defective, not under warranty or not returned in compliance with INVO’s return (RMA) procedure shall be returned to DISTRIBUTOR and DISTRIBUTOR shall pay all freight, insurance, taxes and other charges related to these Products. It is DISTRIBUTOR’s responsibility to manage its inventory of INVO Products. Any Products that exceed the expiration date (shelf life) may be used for demonstration purposes and training only.

N.     Indemnification.

1.     DISTRIBUTOR will defend, indemnify and hold harmless INVO, its officers, directors, their successors, representatives and assigns, and INVO affiliated companies against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses), which they, or any of them are or become liable for, or may incur, or be compelled to pay by reason of any acts, whether of omission or commission, that may be committed or suffered by DISTRIBUTOR, any of its servants, affiliates or employees or any other persons who are connected with the use of the Products in connection with the performance of this Agreement. DISTRIBUTOR releases INVO and its affiliated companies from any direct, collateral, incidental or consequential damages, whether for personal injury or property damage, in connection with DISTRIBUTOR's or such other persons' use or other disposal of any Product.

2.     INVO will defend, indemnify and hold harmless DISTRIBUTOR, its officers, directors, their successors, representatives and assigns, and DISTRIBUTOR affiliated companies against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses), which they, or any of them are or become liable for, or may incur, or be compelled to pay by reason of any acts, arising from INVO’s breach of this Agreement. INVO releases DISTRIBUTOR and its affiliated companies from any direct, collateral, incidental or consequential damages, whether for personal injury or property damage, in connection with INVO's or such other persons' sale or other disposal of any Product, except for such damages as are covered by insurance.

3. DISTRIBUTOR will not be liable to INVO for any claim arising from or based upon the manufacture of INVOcell Product. INVO will not be liable to DISTRIBUTOR for any claim arising from or based upon the combination or use of any Product with other products not supplied by INVO, or arising from any alteration, modification or misuse by DISTRIBUTOR or others of Products or by an error committed during an INVO procedure. The provisions of this Section 5.N will survive the termination of this Agreement.

O.     Status of the Parties. DISTRIBUTOR and DISTRIBUTOR’s employees are in no way the sales representatives or agents of INVO for any purpose whatsoever and have no right or authority to represent themselves or act as such or in any way to bind INVO to any obligation to a third Party, and they will not assume or create in writing or otherwise any obligation of any kind, express or implied, in the name of or on behalf of INVO, unless specifically authorized to do so in writing by INVO and in accordance with the conditions specified by INVO.

P.     Independent Contractor. DISTRIBUTOR warrants and agrees that it will be at all times an independent contractor, and that it will do business at its own risk and for its own profit and not as a joint venture, agent or employee of INVO or of any of its affiliated companies. DISTRIBUTOR and employees will not be entitled to any benefits, privileges or compensation given or extended by INVO to INVO’s employees. All personnel of DISTRIBUTOR will be deemed to be DISTRIBUTOR's employees exclusively, and their entire management, direction and control will be the responsibility of DISTRIBUTOR.

Q.     Limitation of Actions. Any cause of action for breach of warranty must be brought by DISTRIBUTOR, if at all, within fifteen (15) days from the date the cause of action occurred.

6.     REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR

A.     DISTRIBUTOR specifically represents, warrants and agrees to the following and agrees to indemnify, defend and hold INVO and its affiliated companies harmless from the results of any failure on its part to comply with the following:

1.     DISTRIBUTOR will comply in all respects with all federal and state laws and regulations and standards applicable to its activities under this Agreement as such laws, regulations and standards may be amended from time to time ("Applicable Law") and will conduct its activities in accordance with professional business practices of honesty and integrity. In that connection, the DISTRIBUTOR represents and agrees: (1) That it will from time to time confirm to INVO, upon written request by INVO, that it is in compliance with Applicable Law, the Code of Conduct, and any other INVO policies, protocols and procedure relating to the transaction of business in the Territory that has been communicated to the DISTRIBUTOR; and (2) That none of its partners, owners, principals, officers or staff members are officials, officers or representatives of any government or political Party or a candidate for political office, and no part of the fees it is to receive under the terms of this Agreement will be used for any purpose which would violate Applicable Law.

2.     Distributor will employ its own personnel well-trained on regulatory compliance issues to perform DISTRIBUTOR’S marketing, contract negotiations, and billing and collections activities.

3.     DISTRIBUTOR will enter into its own contracts with customers and vendors, and will maintain, manage and ship Products from its own inventory.

4.     DISTRIBUTOR represents and warrants that it is adequately and appropriately capitalized and insured, as reasonable and customary for a medical device distributor with significant investment.

5.     DISTRIBUTOR will be responsible for any and all expenses, charges, fees, and taxes that may be levied or imposed by any authority within the Territory or elsewhere, upon DISTRIBUTOR by reason of its activities under this Agreement.

6.

8.     DISTRIBUTOR represents and warrants that he/she has full power and authority to enter into and perform its obligations under this Agreement, and that its performance will not conflict with or constitute a breach of or default under any existing contract, promise or obligation of DISTRIBUTOR.

7.     RESPONSIBILITIES OF INVO

A.     INVO will furnish to DISTRIBUTOR current information on procedures, protocols, Products, any information changes concerning the Products and will inform DISTRIBUTOR of all changes to the Price outlined in Exhibit A.

B.     INVO will cooperate with DISTRIBUTOR in promoting the use of the Products and will supply DISTRIBUTOR with copy of product bulletins, advertising material copy, published literature and other sales promotion aids, in the English language, of a type as INVO believes will allow DISTRIBUTOR to reproduce to enhance the marketing and marketability of the Products and INVO Procedure’s adoption. The shipping costs, taxes, and other applicable expenses of such materials will be paid by DISTRIBUTOR. INVO will furnish to DISTRIBUTOR, upon request, photographs, retouching, negatives or engravings from INVO available stock, but DISTRIBUTOR will pay for all literature or advertising in which it uses any such materials.

C.     INVO will furnish to the DISTRIBUTOR such technical and clinical advice, assistance and support as INVO believes is reasonable to enable DISTRIBUTOR to use the Products, but INVO may bill DISTRIBUTOR for outside costs for such material (e.g., Instructions for Use manuals - IFU). If at any time other than as previously scheduled by INVO, it is requested for an INVO employee or agent to travel to DISTRIBUTOR's facility in connection with such use, clinical or technical training, DISTRIBUTOR will reimburse INVO for all reasonable costs incurred in connection with such visit.

8.     MINIMUM PURCHASE AMOUNTS

During the term of this Agreement, DISTRIBUTOR will make best efforts to purchase from INVO a minimum of Products, outlined in Exhibit D Milestones. Failure to meet these purchase targets may result in cancellation of DISTRIBUTOR’s exclusivity, in INVO’s sole discretion. DISTRIBUTOR expressly acknowledges that such targets are a reasonable estimate of the amount of Products it can distribute within the Territory.

9.     USE OF OTHER PRODUCTS

A.     During the term of the Agreement, DISTRIBUTOR will not, without INVO’s prior written consent, use, manufacture, aid in the manufacture, export, sell, distribute or otherwise handle competing products or offer competing in-vivo intravaginal fertility services in the Territory or directly or indirectly facilitate or promote the use, distribution or sale of any competing products or hold or acquire, directly or indirectly, any participation in any organization or entity using, selling, distributing or otherwise handling competing products or manufacture or reproduce, in whole or in part, any Products, unless otherwise agreed to in writing prior to the execution of this agreement. For the purposes hereof, "competing products" means any products similar to any of the Products manufactured by INVO or which can be put to identical or similar in-vivo intravaginal fertility procedure uses or which might compete with or hinder the sale of such Products and INVO Procedures. Non-compliance by DISTRIBUTOR with the provisions of this Section during the term of this Agreement will constitute an incurable default under this Agreement.

B.     If this Section or any part of it is held by a court or arbitration panel, administrative body or governmental agency of competent jurisdiction to be invalid, illegal or unenforceable for any reason, it is agreed that within such jurisdiction the restrictions set forth in Section 9 will automatically be considered modified to embrace the greatest possible time and area of restriction then permitted under applicable law, and such invalidity, illegality or unenforceability will not impair the enforceability of these restrictions as so modified nor in any manner otherwise affect the remaining provisions of this Agreement.

10.     TECHNICAL INFORMATION; CONFIDENTIALITY

A.     INVO will furnish to DISTRIBUTOR technical information to assist DISTRIBUTOR in the use of the Products and DISTRIBUTOR may furnish certain technical and commercial information to INVO. The Parties acknowledge that all technical and commercial information and know-how (collectively, "Confidential Information") furnished by either Party or its affiliated companies to the other Party during the term of this Agreement is proprietary and is of a highly confidential and secret nature.

B.     Both Parties agree that all Confidential Information provided by both is given and received in strict confidence and are to be used by both Parties solely for the purpose of carrying out this Agreement. Both Parties will keep in strict confidence the Confidential Information and will not, for any reason whatsoever, reveal, disclose, sell or transfer any part of such Confidential Information, directly or indirectly, to its own employees or agents or to any third Party except as permitted by the terms of this Agreement.

C.     In the performance of its obligations under this Section, both Parties will at its own cost take all precautions and steps which may be reasonably requested in order to protect Confidential Information (including the bringing of legal action in order to ensure that others respect this undertaking of confidentiality). Nothing in this Agreement should be interpreted as prohibiting either Party from bringing such legal actions at its own expense within or outside the Territory as it may choose.

D.     Both Parties will have the right to disclose Confidential Information to those of its employees and any subsidiaries who require the information and both Parties agree to exercise a high degree of care in the selection of its employees and subsidiaries and agents to whom Confidential Information will be disclosed, and to bind them to obligations of confidentiality at least as stringent as those provided for in this Agreement. Both Parties will indemnify and hold the other Party harmless for the consequences of any unauthorized disclosure or misuse of such Confidential Information.

E.     Both Parties obligations set forth in this Section will survive and remain in effect even after the expiration or the termination of the present Agreement.

F.     It is expressly agreed that the obligations of both Parties to maintain the confidentiality of Confidential Information under this Section will not apply to any information which:

G.     Each will immediately inform the other if it becomes aware of any violations of Confidential Information rights within the Territory. If either, after consultation with the other Party but in its entire discretion, decides to institute a legal action in its own name, it may do so at its own expense. The other Party may participate in such legal action at its own cost. The initiating Party will have the final decision with regard to the conduct of all such legal actions and will retain all settlements, recoveries and judgments arising from such actions, after reimbursement to the other Party for out-of-pocket expenses, if any, incurred by the other Party in connection with legal action taken at the initiating Party’s specific request. If the other Party decides not to participate in such legal action, it will cooperate with the initiating Party and assign to the initiating Party any claims it may have, without compensation.

H.     Both Party's obligations upon the expiration or termination of the Agreement are to return all confidential information and documents.

11.     TRADEMARKS, BRANDING and PATENT RIGHTS

A.     DISTRIBUTOR acknowledges that the trademarks, trade names, branding and logos used by INVO in promoting its products and services (the "INVO Trademarks") are the exclusive property of INVO and/or its affiliated companies. DISTRIBUTOR undertakes throughout the term of this Agreement to display the INVO Trademarks in

publications, signs and displays and in other suitable advertising and sales promotion media of all types in association with the names and/or illustrations of the INVO Procedure, and the Products which are manufactured by INVO or its affiliated companies (the "INVO Products") or such Products themselves only in a manner that is in compliance with such rules and regulations regarding their use as INVO provides to DISTRIBUTOR. Neither DISTRIBUTOR nor any assistant, employee or affiliate/subsidiary of DISTRIBUTOR will acquire any right or interest whatsoever, as a result of this Agreement, in any patents, the INVO Trademarks or other trademarks, trade names, branding, logos owned by INVO or its affiliated companies or other industrial property rights of INVO or its affiliated companies or will use same in any manner except as explicitly authorized by INVO.

B.     If any case of unfair competition or infringement by third Parties in the Territory of the INVO Trademarks or other trade names, trademarks, branding or other industrial property rights of INVO or its affiliated companies or of the manufacturers of Products which are not INVO Products comes to the knowledge of DISTRIBUTOR, the latter will inform INVO immediately. INVO will, at its own discretion, decide whether it will prosecute any such case of which it is so notified and in what manner it will prosecute. At the request of INVO, DISTRIBUTOR will assist INVO to the best of its ability.

C.     DISTRIBUTOR may directly or indirectly, in whole or in part use any of the INVO Trademarks, branding or any other trademark, branding or trade name that is now or may hereafter be owned by INVO or its affiliated companies as part of DISTRIBUTOR's corporate or business name, or in away in connection with DISTRIBUTOR's business. INVO will specifically consent to all uses in writing.

D.     DISTRIBUTOR acknowledges that any patent developed by or during the DISTRIBUTOR’s Agreement for any use of, with or for the INVOcell device or INVO procedure will be owned by INVO, Inc.

E.     DISTRIBUTOR acknowledges that any breach of its obligations regarding INVO Confidential Information will cause INVO irreparable injury for which there are no adequate remedies at law, and therefore INVO will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

12.     NOTICES

Any notice regarding this Agreement should be in writing and should be sent by fax or by registered or certified mail, postage prepaid, to the Party notified, addressed to the Party at its address or fax number outlined below, or any updated address or fax number that the Party may have submitted in writing to the other Party:

13.     ENTIRE AGREEMENT; MODIFICATIONS

This Agreement and Exhibits attached form the entire Agreement and understanding between the Parties regarding this license and distributorship relationship. This Agreement may only be amended by a writing signed by duly authorized representatives of both Parties.

14.     FORCE MAJEURE

Neither Party will be liable for any claim regarding a failure to perform under this Agreement if the failure to perform is due to any cause beyond the Party's reasonable control, including without limitation, acts of God, and acts of civil or military authority, labor disputes, fire, riots, civil commotions, sabotage, war, embargo, blockade, floods, epidemics, power shortages, or governmental restrictions.

15.     ENGLISH LANGUAGE TEXT

This Agreement has been executed in the English language, and any interpretation or construction of this Agreement should be based on the English language text.

16.     APPLICABLE LAW

This Agreement has been entered into in the Commonwealth of Massachusetts and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of law. The Parties also agree that all sales made by INVO to DISTRIBUTOR during the term of this Agreement will be made, if made, by the acceptance by INVO of orders in the Commonwealth of Massachusetts. This Agreement will not be subject to the United Nations Convention for the International Sale of Goods. Exclusive jurisdiction of any disputes under this Agreement will lie in the Commonwealth of Massachusetts and the Boston District of the Federal courts of the United States of America.

17.     ASSIGNABILITY; SUCCESSORS AND ASSIGNS

This Agreement and the rights and obligations of DISTRIBUTOR outlined in this Agreement are not assignable by DISTRIBUTOR, by operation of law or otherwise, without the prior written consent of INVO, Inc. Any attempted assignment in violation of this Section will be considered void. INVO will have the right, without notice to DISTRIBUTOR, to assign all or any part of its rights and obligations under this Agreement, but only to one of its affiliated companies. It is expressly agreed that this Agreement will be binding on and will benefit the successors and permitted assigns of the Parties.

The DISTRIBUTOR may appoint [Global SCP Medical Systems Pte. Ltd.] (and/or any related corporation of the DISTRIBUTOR) as the DISTRIBUTOR’s purchasing and supply chain agent to administer this Agreement (and to take any action and/or exercise any power or discretion as may be required or permitted by this Agreement) on behalf of the DISTRIBUTOR, including in relation to the issuance of Purchase Orders, making of payments to INVO and/or the handling of freight and logistics. All acts and omissions of [Global SCP Medical Systems Pte. Ltd.] (and/or such related corporation) shall be deemed to be the acts and omissions of the DISTRIBUTOR.

18.     WAIVER

The failure of either Party at any time to require performance by the other Party of any provision in this Agreement will not affect the full right to require such performance at a future date, and a waiver of any one breach should not be considered a waiver of any other breaches.

19.     EQUITABLE RELIEF

Both Parties acknowledges that any breach of its obligations regarding Confidential Information and Trademarks will cause the other Party irreparable injury for which there are no adequate remedies at law, and therefore the breached Party will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized respective officers as of the Commencement Date.

Exhibit 10.2

SNS MURNI

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this “JV Agreement”) is made and entered into this 23rd day of November 2020 (the “Effective Date”).

BY AND BETWEEN

INVO Bioscience, Inc., a company incorporated in the State of Nevada, United States of America (U.S.A.) and having its principal office at 5582 Broadcast Court, Sarasota, Florida 34240, U.S.A. (hereinafter referred to as “INVO Bioscience”); 

AND

SNS MURNI SDN. BHD. (Company No. 563440H), a company incorporated in Malaysia having its registered office and principal place of business at No. 5-G, Jalan Coco Drive 3, Taman Bandar Senawang, 70450 Seremban, Negeri Sembilan, Malaysia.(hereinafter referred to as “SNS MURNI”).

INVO Bioscience and SNS MURNI are hereinafter individually also referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS

INVO Bioscience is a medical device company focused on creating simplified, lower cost treatments for patients diagnosed with infertility, using a patented medical device (the “INVO Procedure”) and a revolutionary in vivo method of vaginal incubation (the “INVO Cell”) that offer patients a more natural and intimate experience. The INVO Procedure, the INVO Cell and related treatments using artificial reproductive technologies pioneered or created by INVO Bioscience are collectively referred to as the “INVO Technologies”.

SNS MURNI has represented that it has experience in promoting and distributing innovative healthcare technologies, medical equipment and allied services and has the knowledge, expertise, skills and resources to promote and distribute the INVO Technologies to the government sector in Malaysia. The government sector includes University Hospitals with their private wings.

Based solely on SNS MURNI’s representations, INVO Bioscience desires to establish a joint venture in Malaysia with SNS MURNI to introduce, promote and market the INVO Technologies in dedicated government-owned fertility clinics in Malaysia and to establish INVO Clinics in Malaysia, in accordance with the terms and conditions set forth in this JV Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

1.1     The following words, expressions and terms shall, unless the context otherwise requires, have the meaning given next to such words, expressions and terms:

(i)     “Act” means the Companies Act 2016, and any amendments or subsequent enactments thereto for the time being in force.

(ii)     “Affiliate” shall mean any person or entity that directly or indirectly through one or more persons or entities, controls or is controlled by a Party or is under the common control with such Party. Control in case of a person shall mean any direct or indirect family relationship; and in case of an entity shall mean, having not less than 49% beneficial ownership in the capital of such entity or the right to control the management or policies of such entity, whether through ownership, management rights, voting rights or in any other manner.

(iii)     “Constitution” shall mean the constitution of the JV Company, including any future amendments thereto.

(iv)     “Applicable Law” means and include all applicable statutes, enactments or acts of any legislative body in Malaysia, including all laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions and orders of any governmental authority, agency or instrumentality of the Government of Malaysia, and any amendments, modifications or enactments thereof.

(v)     “Board” shall mean the Board of Directors of the JV Company.

(vi)     “Certificate of Incorporation” shall mean the Certificate of Incorporation of the JV Company issued or reissued by the Companies Commission of Malaysia.

(vii)     “Confidential Information” shall mean, without limitation, this JV Agreement, the Intellectual Property, the IP License Agreement, any proprietary information, software programs, plans, processes, policies, drawings, specifications, system and user documentation, correspondences, prototypes, trade secrets, know how, design, invention, techniques, business methods, personal or sensitive data of employees, agents, consultants, officers, directors, customers or prospective customers or any other person which might reasonably be presumed to be confidential in nature, financial information, technical information, sales and marketing plans or other business plans; whether recorded, written, stored or transmitted in any form or medium by one disclosing Party to the other receiving Party.

(viii)     “Intellectual Property” shall mean without limitation, registered and unregistered trademarks, registered and unregistered service marks, trade names, business names, trade dress, get-ups, logos, patents, registered and unregistered design rights, copyrights, database rights, domain names and URLs, and all other similar rights in any part of the world (including in Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations in and to the INVO Technologies, of INVO Bioscience.

(ix)     “INVO Clinic” is a fertility treatment clinic, established by the joint venture created herein, and whether separate or apart from an existing medical practice, which will use and promote the INVO technologies.

(x)     “JV Agreement” means this Joint Venture Agreement and includes any annexure, schedules or exhibits attached hereto and any amendments, modifications or restatements.

(xi)     “JV Company” shall mean the joint venture company to be incorporated pursuant to this JV Agreement as set forth in Article 2 of this JV Agreement.

(xii)     “MoA” shall mean the Memorandum of Association of the JV Company, including any future amendments thereto.

(xiii)     “Shareholder” shall mean any person or entity listed in the Companies Commission of Malaysia’s statutory register of members of the JV Company as a shareholder.

ARTICLE 2. INCORPORATION OF THE JV COMPANY

2.1     Within sixty (60) days from the Effective Date, the Parties shall cause to be incorporated and registered in Malaysia under the Act, a private company, limited by shares.

2.2     The name of the JV Company shall be SNS MURNI INVO Bioscience Malaysia Sendirian Berhad or such other name as may be mutually agreed between the Parties and subject to approval by CCM and other regulatory authorities (if any) in Malaysia.

2.3     The registered office of the JV Company shall be situated in the city of Kuala Lumpur, in care of the offices of the outside counsel of INVO Bioscience, or at such other place as may be agreed between the Parties.

2.5     Subject to Applicable Law, the Constitution of the JV Company shall at all times reflect the terms of this JV Agreement. In the event of any inconsistency between the terms of the Constitution and this JV Agreement, the terms of this JV Agreement shall prevail and be the sole agreement governing the rights, obligations and liabilities of the Parties and the terms and conditions under which the Parties have agreed to form this joint venture. Consequently, within forty-five (45) days of the incorporation of the JV Company, the Parties shall cause and procure the JV Company to acknowledge, adopt, confirm and be bound by the terms of this JV Agreement by entering into a deed of adherence for the JV Company to be made a party to this JV Agreement.

2.6     Promptly after the JV Company is incorporated and its bank account opened, the Parties shall contribute capital and subscribe to the shares of the JV Company in accordance with the provisions set forth in Article 3 below.

2.7     The costs of incorporating the JV Company shall be borne equally by the Parties, and to the extent permitted by Applicable Law, shall be accounted for as pre-incorporation costs in the books of account of the JV Company.

ARTICLE 3. CAPITALIZATION AND SHAREHOLDING OF THE JV COMPANY

3.1     The JV Company shall have an initial authorized share capital of Malaysian Ringgit ______ (MYR ___) each.

3.2     The initial issued, subscribed and paid-up share capital of the JV Company will be Malaysian Ringgit _______ (MYR ______) divided into One hundred thousand equity shares of Malaysian Ringgit ___ (MYR _______) each.

3.3     The share capital of the JV Company shall be subscribed to and held by the Parties in the following ratio or proportion, and upon incorporation of the JV Company, the Parties shall cause the required number of shares to be issued or transferred to the Parties to match this ratio or proportion of shareholding:

(i)     INVO Bioscience shall directly or through one or more of its Affiliates or nominees, contribute to and hold fifty percent (50%) of the issued and paid-up equity share capital of the JV Company; and

(ii)     SNS MURNI shall directly or through one or more of its nominees contribute to and hold fifty percent (50%) of the issued and paid-up equity share capital of the JV Company.

3.4     The Parties shall contribute additional capital from time to time, as may be required for the business of the JV Company as mutually agreed between the Parties from time to time, provided that all capital contributions shall be in the ratio of fifty percent (50%) by INVO Bioscience and fifty percent (50%) by SNS MURNI.

3.5     No Party shall be required to make any capital contribution until and unless the other Party shall simultaneously make a corresponding capital contribution of its share. In the event that any Party is unable or unwilling to contribute its share of additional capital when required, the Parties may mutually agree that the other Party willing to contribute the additional capital be allowed to contribute the entire required additional capital, and in such event, the ratio of shareholding between the Parties shall stand modified to the extent of the additional capital contribution made by the contributing Party and the shareholding of the non-contributing Party shall stand diluted accordingly. No disproportionate capital contributions or corresponding dilution shall occur absent mutual written consent of the Parties.

3.6     All capital contributions in the JV Company shall be made solely through normal banking channels strictly in accordance with Applicable Law, and only after obtaining all regulatory approvals that may be necessary or required under Applicable Law.

ARTICLE 4. BUSINESS OF THE JV COMPANY

4.1     Subject to Applicable Law and all necessary or required regulatory approvals, licenses or registrations, the JV Company shall carry on the business of promoting, marketing and selling the INVO Technologies only to government entities in Malaysia, and of establishing INVO Clinics.

4.2     Promptly after incorporation and capitalization as aforesaid, INVO Bioscience shall grant to the JV Company all required licenses, authorization and/or consent in writing or otherwise, for promoting, marketing and selling the INVO Technologies to government entities in Malaysia on such terms and conditions as may be mutually agreed, as well as for establishing and supplying INVO Clinics. All licenses, authorization and/or consent shall be for a fixed term and subject to renewal at the sole discretion of INVO Bioscience

4.3     The Parties agree that the JV Company shall carry on its business to the highest medical and ethical standards as per Applicable Law. Without limiting the generality of the foregoing, the Parties shall ensure that the JV Company in doing its business does not violate any anti-bribery, anti-competition, anti-profiteering and anti-corruption rules and regulations of Malaysia and the U.S.A.

4.4     The Parties shall also ensure that the JV Company complies with all applicable data protection, data privacy and data storage laws, rules and regulations of Malaysia and the U.S.A., including maintaining strict patient confidentiality.

4.5     SNS MURNI agrees that during the term of this JV Agreement or any extended or renewed term, it shall not, directly or indirectly, commence, participate in, promote or operate any business similar to the business of the JV Company.

4.6     Subject to clause 4.2 above, SNS MURNI agrees that nothing in this JV Agreement shall prohibit INVO Bioscience from entering into additional joint ventures or commencing business in Malaysia with third parties as related to commercializing the INVO Technologies in the private sector, notwithstanding the licenses, authorization and/or consent granted by INVO Bioscience to the JV company. For avoidance of doubt, nothing in this JV Agreement shall prohibit INVO Bioscience from entering into agreements with third parties to commercialize the INVO Technologies in the private/non-government sector in Malaysia.

ARTICLE 5. MANAGEMENT AND ADMINISTRATION OF THE JV COMPANY

5.1     The management of the JV Company shall be vested in its Board.

5.2     The initial Board shall consist of four (4) directors, of which two (2) directors shall be nominated by INVO Bioscience and two (2) directors shall be nominated by SNS MURNI (“Board Ratio”). Any future increase in the number of directors on the Board shall be subject to the Board Ratio.

5.3     The following persons shall serve as the first Board of the JV Company:

Steve Shum, as nominee of INVO Bioscience

Michael Campbell, as nominee of INVO Bioscience

Kol (B) Dr. Sukhilmi Bin Othman, as nominee of SNS MURNI

Sukhairi Sukhilmi, as nominee of SNS MURNI

5.4     In the event of any vacancies in the Board due to resignation, incapacity, disqualification or death of a director, the Party who had originally nominated such director shall have the sole authority to nominate a replacement director.

5.5     The Parties shall ensure and cause their nominated directors to be appointed or elected to the Board from time to time. Subject to Applicable Law, the Board shall not be subject to any fixed term, rotation or retirement, unless the Parties desire to remove and replace their nominee directors.

5.6     The directors of the JV Company shall not be remunerated for their appointment as directors or for attending meetings of the Board of the JV Company. The JV Company may however, reimburse directors the reasonable costs incurred for attending Board meetings, subject to any limitations prescribed under Applicable Law.

5.7     Within sixty (60) days from the date of incorporation of the JV Company, the Board shall prepare a detailed business plan for the JV Company. The business plan shall set out the objectives and projections for the JV Company in the short term (1 to 3 years) and long term (5, 7 and 10 years). The business plan shall include, but not be limited to cash flow projections, operating budgets, sales forecast, business development and marketing plans and strategy and scale up plans.

5.8     The Board shall meet at least once every calendar quarter. Quorum for all Board meetings shall be three directors or one third of the total strength of the Board rounded to the next whole number, whichever is higher; provided however that no meeting of the Board shall be considered to be validly held until and unless at least two directors nominated by INVO Bioscience and one director nominated by SNS MURNI are present.

5.9     All Board meetings shall be chaired by a director nominated by INVO Bioscience, who shall in addition to his regular vote, also have a casting or tie-breaker vote. Subject to the aforesaid, all decisions of the Board shall be taken by majority vote. Circular resolutions of the directors shall be passed by all the directors of the JV Company signing on the resolutions.

5.10     In addition to the Board, the Parties shall mutually agree and appoint the following officers (who may or may not be directors of the JV Company) for the day-to-day administration and operations of the JV Company on such terms and conditions as may be mutually agreed, provided however that the officers shall always be subordinate to the Board and shall function under the overall supervision of the Board:

(i)     a Chief Executive Officer;

(ii)     a Chief Financial Officer; and

(iii)     such other officers as may be required or considered necessary by the Parties.

5.11     The Parties shall ensure that the JV Company (i) maintains proper and transparent books of accounts as required by Applicable Law that accurately reflect the true financial position of the JV Company; (ii) appoints reputed statutory auditors to audit the annual financial statements of the JV Company as required under Applicable Law; and (iii) appoints bankers and other professional advisors and consultants as necessary and as required under Applicable Law.

5.12     The Board shall have access to inspect the books of account of the JV Company, receive periodic business and financial reports and ask for clarifications or further documentation, from time to time.

5.13     The Parties shall ensure that the JV Company remains in full compliance with all Applicable Laws at all times, and for this purpose obtain all necessary and required registrations or licenses to conduct its business.

ARTICLE 6. MATTERS RESERVED EXCLUSIVELY FOR SHAREHOLDERS

6.1     Notwithstanding anything contained in this JV Agreement or Applicable Law, the Parties agree that the following matters shall be reserved exclusively to be decided by Shareholders:

(i)     Any alteration in the capital structure of the JV Company.

(ii)     Any alteration of the Constitution of the JV Company.

(iii)     Any change in, addition to, supplementation or modification of the business of the JV Company.

(iv)     Any change in the total number of directors.

(v)     Any declaration of dividends or distribution of profits.

(vi)     Any sale, lease or transfer of business assets (other than in the normal course of business).

(vii)     Any investment in other companies by way of equity, loan or otherwise.

(viii)     Borrowing other than normal credit in the ordinary course of business.

(ix)     Loans to directors.

(\x)     Any liabilities, guarantees or commitments to directors or third parties.

(xi)     Appointment and removal of auditors, company secretary, officers, key managerial persons and other professional advisors or consultants.

(xii)     Issue of bonus or rights shares or sweat equity.

(xiii)     Entering into related party transactions with directors or their family or with Affiliates, other than on proper commercial terms and at arms’ length.

(xiv)     Any scheme of arrangement or compromise or restructuring of the JV Company.

(xv)     Any contract with an annual value of more than ____% of the paid-up capital of the JV Company in the previous year.

(xvi)     Any decision for winding up of the JV Company voluntarily or initiation of insolvency or liquidation proceedings against the JV Company.

(xvii)     Any action or resolution inconsistent with this JV Agreement or the Constitution of the JV Company.

6.2     Notwithstanding anything contained in this JV Agreement and subject to Applicable Law, no meeting of Shareholders shall be considered to be validly held until and unless (i) at least one representative of each Shareholder is present in the meeting; and (ii) at least fourteen (14) days’ notice in writing is given to the Shareholders setting forth the agenda to be discussed or decided in such meeting, along with sufficient particulars of such matters (unless a shorter notice period is agreed by the Shareholders in accordance with Applicable Law).

6.3     All Shareholder meetings shall be chaired by a nominee of INVO Bioscience, who shall have a casting vote in all matters in case of any deadlock.

ARTICLE 7. TRANSFER AND SALE OF SHARES

7.1     The JV Company is a private limited company closely held by and between INVO Bioscience and SNS MURNI. Consequently, the shares of the JV Company are not freely transferrable and are subject to the restrictions and transfer provisions contained in this Article. In addition, no Party shall transfer, dispose of, assign, pledge, hypothecate or in any manner create any right, title or interest in or otherwise encumber any shares held by it in the JV Company without the consent of the other Party.

7.2     Subject to the aforesaid, the shares of the JV Company held by the Parties may be freely transferred to either Party’s Affiliate after giving the other Party ninety (90) days’ written notice of the transferring Party’s intention to transfer all or part of the shares held by such Party to its Affiliate.

7.3     Any sale of shares by a Party to this JV Agreement to any third party shall always be subject to a thirty (30) days right of first refusal to be given to the other Party to this JV Agreement and shall be done strictly in accordance with the procedure specified below:

(i)     The Party desiring to sell the shares (“Offering Party”) to a third party shall only be entitled to sell all but not part of the shares held by such Party;

(ii)     The Offering Party shall give notice of its intention to sell the shares to a third party to the other Party (the “Receiving Party”) specifying the identity and details of the third party, the number of shares offered, the price per share being offered and any other terms and conditions attached to such sale;

(iii)     The Receiving Party shall have thirty (30) days to either accept the offer or refuse it, in either case by written notice to the Offering Party;

(iv)     In the event the Receiving Party timely accepts the offer made by the Offering Party, then the sale shall be completed within sixty (60) days of the date on which the Receiving Party accepted the offer.

(v)     In the event the Receiving Party timely refuses the offer made by the Offering Party or does not respond within the stipulated thirty (30) days, then in either such event the Offering Party shall be free to sell the shares only to the original third party and on the same price, terms and conditions as specified in its notice to the Receiving Party within sixty (60) days from the date the Receiving Party refuses the offer or after expiry of the time period within which the Receiving Party was required to communicate its reply to the Offering Party’s offer and if and only if, such third party shall agree to be bound by the terms, conditions, obligations and liabilities set forth in this JV Agreement and prior to any registration of transfer of shares in its name, shall execute a deed of adherence to be made a party and be bound by this JV Agreement.

(vi)     In the event the original third party does not complete the purchase of the shares as aforesaid, then the Offering Party shall not be able to again offer the same shares for sale for a period of one year from the date the third party failed to complete the purchase.

(vii)     Notwithstanding anything contained in this JV Agreement, no Party shall sell the shares to any third party who is in or carries on a business that is directly in competition with the business of the other Party or of the JV Company. 

ARTICLE 8. REPRESENTATIONS AND WARRANTIES

8.1     Each Party represents and warrants that:

(i)     It is a company duly incorporated and validly existing under Applicable Laws; and that the Parties have the necessary authority and resources and capacity to enter into this JV Agreement;

(ii)     The execution and delivery of this JV Agreement and the performance of the terms, conditions and obligations set forth therein are duly authorized by each Party’s respective corporate charter and all necessary individual, collective and corporate actions have been adopted to effectuate the same;

(iii)     There are no pending actions, suits or proceedings, event or occurrence or any other form of encumbrance which, in any case, might reasonably be expected to obstruct the Parties from performing its obligations under this JV Agreement; and

(iv)     The execution and delivery of this JV Agreement and the performance of the terms, conditions and obligations set forth therein does not and will not contravene any Applicable Law or any judgment or decree of any court of competent jurisdiction; nor conflict with or result in breach or default of any arrangement, agreement or contract.

(v)     It has taken independent legal, financial and tax advice before entering into this JV Agreement and undertaking the obligations set forth in this JV Agreement.

ARTICLE 9. CONFIDENTIALITY

9.1     The Parties covenant, warrant and undertake to keep and to cause the JV Company to keep all Confidential Information confidential and not use, disclose, divulge, make known, publish, communicate, reproduce or transmit in any manner, any Confidential Information, in whole or in part; directly or indirectly, during the term of or at any time forever after termination of this JV Agreement, either for their own benefit or for the benefit of others.

9.2     Each of the Parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement or in the course of giving effect to this Agreement

9.3     The Parties shall ensure that their and the JV Company’s officers, directors, employees, agents, contractors, sub-contractors, consultants, or any persons acting on any of any of their behalf, shall keep all Confidential Information confidential and not use, disclose, divulge, make known, publish, communicate, reproduce or transmit in any manner any Confidential Information, in whole or in part; directly or indirectly, during the term of or at any time forever after termination of this JV Agreement, either for their own benefit or for the benefit of others.

9.4     The obligation for confidentiality set forth above shall not apply if the Confidential Information:

(i)     Is lawfully known to a receiving party, at the time of disclosure or prior to the disclosure of the Confidential Information, as evidenced by written records;

(ii)     Is publicly known or present in the public domain or becomes publicly known or present in the public domain through no fault, failure, wrongful act or negligence of the receiving party or the receiving party’s officers, directors, employees, agents, contractors, sub-contractors, consultants, partners, or any persons acting on any of their behalf;

(iii)     Is received from a third party, who is lawfully entitled to make the disclosure of such information to the receiving party; or

(iv)     Is required to be disclosed pursuant to a valid order or direction of a proper court of competent jurisdiction or a government agency; provided however that the receiving party will use its best efforts to minimize the disclosure of such information and prior to disclosing the Confidential Information will notify the owner of the Confidential Information and will consult with and assist the owner of such Confidential Information in obtaining a protective order prior to such disclosure.

(v)     Is required to be disclosed to a Party’s professional advisors (including a Party’s lawyers, auditors, accountants and/or consultants) provided such advisor is bound by similar confidentiality obligations.

9.5     The receiving Party of any Confidential Information acknowledges and agrees that its failure to comply with any of the provisions of this Clause may cause irrevocable harm to the disclosing Party and that a remedy at law may not be an adequate remedy and that the disclosing Party may, in its sole discretion, obtain from a court having proper jurisdiction an injunction, restraining order, specific performance or other equitable relief to enforce such provision. The disclosing Party’s right to obtain such equitable relief will be in addition to any other remedy that it may have under applicable law including, but not limited to, monetary damages.

ARTICLE 10. INTELLECTUAL PROPERTY

10.1     Parties’ Duties

(i)     JV Company shall promptly and fully notify INVO Bioscience of any actual, threatened or suspected infringement of Intellectual Property which comes to the JV Company’s notice, and of any claim by any third party coming to the JV Company’s notice that the sale of the INVO Technologies infringes any rights of any other person, and INVO Bioscience shall at the request of the JV Company, do all things as may be reasonably required to assist the JV Company in taking or resisting any proceedings in relation to any such infringement or claim.

(ii)     JV Company shall at the expense of JV Company take all such steps as INVO Bioscience may reasonably require to assist INVO Bioscience in maintaining the validity and enforceability of the Intellectual Property during the term of this Agreement.

10.2     Nothing in this Agreement shall give SNS MURNI and/or the JV Company any rights in respect of any Intellectual Property (whether registered or not) used by the JV Company in relation to the INVO Technologies or of the goodwill associated therewith, and SNS MURNI and/or the JV Company hereby acknowledges that, except as expressly provided in this Agreement, SNS MURNI and/or the JV Company shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in INVO Bioscience as the case may be.

(i)     SNS MURNI shall not register any Intellectual Property namely trademarks or trade names so resembling the trademarks or trade names of INVO Bioscience or the Services so as to be likely to cause confusion or deception during the duration of this Agreement and after expiration, termination or earlier determination of this Agreement.

(ii)     SNS MURNI shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property and shall not omit or authorize any third party to omit to do any act, which by its omission would have that effect or character.

(iii)     SNS MURNI shall not after expiration, termination or earlier determination of this Agreement (whether as shareholder or as reseller, dealer, marketing affiliate, distributor, partner, consultant of any entity or pursuant to any other similar relationship with any other entity), in Malaysia be engaged in the business of providing or reselling any goods using or resembling any of the Intellectual Property related to INVO Technologies or any part thereof.

(i)     During the term of this Agreement, the JV Company shall have the right to indicate to the public that it is an authorized seller of the INVO Technologies and to introduce, promote and market the INVO Technologies under the trademarks and trade names of INVO Bioscience. All representations of INVO Bioscience’s trademarks which the JV Company intends to use shall first be submitted to INVO Bioscience for approval (which shall not be unreasonably withheld). In addition, the JV Company must comply with all reasonable guidelines communicated by INVO Bioscience concerning the use of INVO Bioscience’s trademarks.

(ii)     The JV Company shall not alter or remove any of INVO Bioscience’s trademarks affixed to any of the brochures or materials supplied by INVO Bioscience.

ARTICLE 11. TERM AND TERMINATION

11.1     This JV Agreement shall come into effect on the Effective Date and shall remain valid and subsisting for a period of three (3) years from the Effective Date as outlined in the attached Business Plan in EXHIBIT A, unless sooner terminated in accordance with the termination provisions set forth below.

11.2     Upon expiry of this JV Agreement, INVO Bioscience may at its sole discretion decide to renew or extend the JV Agreement for future terms of such duration as outlined in any and all future agreed upon Business Plans.

11.3     Notwithstanding the foregoing, either Party may terminate this JV Agreement without cause, after giving one hundred and twenty (120) days prior written notice of termination to the other Party.

11.4     Notwithstanding the foregoing, this JV Agreement may be terminated at the option of either Party upon the occurrence of any of the following events (each an “Event of Default”):

(i)     Any Party materially defaults in the performance of any of the covenants, terms or conditions of this JV Agreement, and fails to cure such default within thirty (30) days after receipt of notice in writing from the other Party of the default;

(ii)     If either Party files a voluntary petition for winding up or dissolution; or is being wound up or adjudged bankrupt or insolvent by a court or tribunal of competent jurisdiction or enters into a compromise or arrangement with its creditors as a result of its bankruptcy;

(iii)     If either Party suffer or permit the appointment of a receiver for its business or assets, or avail itself of or become subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of credits;

(iv)     If the JV Company undergoes a substantial change in management, personnel, or ownership effected without the prior written approval of the either Party;

(v)     Upon the occurrence and continuation of any force majeure events (as hereinafter defined in this JV Agreement) for a period of six (6) months; or

(vi)     If the JV Company is acquired, either directly or indirectly by any person, firm or entity, whose material business is in competition with the business of JV Company.

11.5     Upon expiry or termination of this JV Agreement for any reason whatsoever:

(i)     Any IP License Agreement or any other license, approval or consent granted to the JV Company by INVO Bioscience shall automatically stand cancelled;

(ii)     All Parties to this JV Agreement and the JV Company, shall promptly return to the owner and/or erase or destroy all Confidential Information, including all copies, notes, drawings, photocopies, written, audio or photographic records or other records in any form, relating to the Confidential Information in their possession or control. This obligation shall not apply to any Confidential Information that is required under Applicable Law to be retained for any period of time;

(iii)     SNS MURNI agrees, upon request by INVO Bioscience and as consistent with applicable law, to: (1) promptly transfer the Product Registration Certificate to INVO Bioscience, and/or (2) give permission and authority to INVO Bioscience, to directly import the INVO Cell into Malaysia and

(iv) The JV Company shall be wound up in an orderly manner under Applicable Law and any profits or losses and assets shall be apportioned between the Parties, only after all third-party liabilities of the JV Company including all statutory liabilities are satisfied and provided for.

11.6      Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

11.7     It is further agreed that a failure or delay by either Party to seek redress or remedy under this Agreement for any breach or default by the other Party shall not be deemed a continuing or absolute waiver of that breach or similar breach or default by the other Party thereafter.

ARTICLE 12. MISCELLANEOUS 

12.1     Notices:

(i)     All notices or other communications under this JV Agreement shall be in writing and given by email followed by a hard copy sent by any internationally recognized courier to the Parties’ at their respective address specified below:

If to INVO Bioscience, Inc.:

5582 Broadcast Court

Sarasota, Florida 34240

USA

Attention: CEO

Email: steveshum@invobio.com

If to SNS MURDI:

SNS MURNI SDN BHD

No. 5-G, Jalan Coco Drive 3, Taman Bandar Senawang,

70450 Seremban, Negeri Sembilan.

MALAYSIA.

Attention: Kol (B) Dr. Sukhilmi Bin Othman

Email: drsukhilhbs@gmail.com

Any change in the aforesaid addresses shall be promptly communicated in writing by the Parties to each other.

(ii)     Notices or communications given by email shall only be effective on the third business day after they are sent, provided the sender can prove that (a) the email has been properly transmitted electronically; and (b) the notice or communication has simultaneously been delivered to an internationally recognized courier.

(iii)     Notices or communications sent only by courier shall only be effective one business day after delivery by the courier as evidenced by an official proof of delivery receipt from the concerned courier service.

(iv)     Notices or communication sent by WhatsApp messages, SMS or any other social media or electronic means shall not be valid or effective.

12.2     Assignment:

This JV Agreement and the present and future obligations, liabilities, rights, titles, and interests of the Parties there under shall not be assigned to any third party, in whole or in part, without the prior written consent of other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing either Party shall have the right to transfer this Agreement and all rights and obligations hereunder to an Affiliate or to a party that acquires all or substantially all of its assets provided such party agrees in writing to be bound by the provision of this Agreement.

12.3     Force Majeure:

(i)     For the purposes of this JV Agreement, force majeure shall mean, the occurrence of any event (a) not within the reasonable control of a Party; (b) which could not have been reasonably avoided by the Party; and (c) which materially interferes with the ability of a Party to perform its obligations under this JV Agreement, including without limitation, any natural calamities, acts of God, war, civil unrest, terrorist events or change in law.

(ii)     No Party shall be deemed to be in default under this JV Agreement or be held liable or responsible for any delay or failure to fulfill any obligation hereunder, so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of the occurrence of a force majeure event.

(iii)     The occurrence of a force majeure event shall not excuse such Party from its obligations but merely suspend the performance of the obligations under this JV Agreement.

(iv)     A Party claiming the benefit of a force majeure event, shall, as soon as reasonably practicable after the occurrence of any such event, provide written notice to the other Party of the nature and extent of any such force majeure event; and use commercially reasonable efforts to resume performance under this JV Agreement as soon as reasonably practicable.

12.4     Modifications and Amendments:

This JV Agreement shall not be altered, modified or supplemented except in writing and signed by all the Parties and the JV Company.

12.5     Waivers:

(i)     No waiver or amendment to this JV Agreement shall be binding upon the Parties unless it is made in writing and duly executed by all of them.

(ii)     No failure or delay, with or without intent, of any Party to enforce or exercise at any time any of the provisions of this JV Agreement, or any right in respect thereto, shall be construed to be a waiver of such provisions or rights or affect the validity of this JV Agreement.

(iii)     No delay or failure by either Party to exercise any of its powers, rights or remedies under this JV Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude or prejudice the said Party from exercising the same or any other or future right it may have under this JV Agreement, irrespective of any previous action or proceeding taken hereunder.

12.6     Severability:

If any part, term or provision of this JV Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this JV Agreement shall not be affected, if such part, term or provision is severable from the rest of this JV Agreement, without altering the essence of this JV Agreement. If such part, term or provision is not so severable, then the Parties shall renegotiate in good faith in order to agree to the terms of a mutually satisfactory replacement provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision so found to be invalid, illegal or unenforceable.

12.7     Entire Agreement:

This JV Agreement constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, letters of intent, negotiations, commitments arrangements, representations, warranties, statements, promises, information and undertakings, whether oral or written, expressed or implied, with respect to the subject matter of this JV Agreement.

12.8     Governing Law and Dispute Resolution:

(i)     This JV Agreement and all disputes or controversies arising out of or in connection with the interpretation, performance, non-performance, expiry or termination of this JV Agreement, shall be governed by and construed in accordance with the laws of Malaysia.

(ii)     The Parties agree that any dispute or disagreement in relation to this JV Agreement shall in the first instance be amicably resolved by mutual negotiations between the Parties at their respective highest levels of management. If, despite the aforesaid, the dispute or disagreement remains unresolved for a period of sixty (60) days, then the Parties shall be at liberty to seek recourse of the courts of law in the city of Kuala Lumpur, and such courts shall have exclusive jurisdiction to decide all such disputes or disagreements.

12.9     Counterparts:

This JV Agreement shall be executed in three counterparts, each of which when executed and delivered, shall be considered an original and which together shall have the same effect as if each Party had executed and delivered the same document.

12.12     Additional Documents:

Each Party hereto shall promptly execute and deliver such additional documents as are reasonably required by the Parties hereto for the purpose of implementation of this JV Agreement, provided that such documents shall be consistent with the provisions hereof.

12.13     Headings:

The paragraph headings in the JV Agreement are for the convenience of the Parties hereto and shall not affect the construction of the JV Agreement.

12.14     Stamp Duty and Costs:

(i)     Any stamp duty payable on this JV Agreement shall be borne equally by the Parties.

(ii)     Each Party shall bear its own costs relating to the negotiation and execution of this JV Agreement, including the cost of consulting any legal or financial consultants.

12.15     No Agency:

This JV Agreement shall not be construed to create agency or partnership or any fiduciary obligation between the Parties; nor grant any power or authority to any Party to represent the other Party hereto.

[Signature Page Follows; Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this JV Agreement the day and year first above written.

EXHIBIT A

Business Plan Documents

[See attached.]

Exhibit 10.3

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this “JV Agreement”) is made and entered into this 23rd day of November 2020 (the “Effective Date”).

BY AND BETWEEN

INVO Bioscience, Inc., a company incorporated in the State of Nevada, United States of America (U.S.A.) and having its principal office at 5582 Broadcast Court, Sarasota, Florida 34240, U.S.A. (hereinafter referred to as “INVO Bioscience”); 

AND

Company for trade and services GINEKALIKS DOOEL Skopje, with legal entity registration number (EMBS) 6899250, registered as a limited liability company incorporated in the Republic of North Macedonia having its registered office and principal place of business at str. “50 Divizija” no. 40/1-4, 1000 Skopje, the Republic of North Macedonia (hereinafter referred to as “Ginekalix”).

INVO Bioscience and Ginekalix are hereinafter individually also referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS

INVO Bioscience is a medical device company focused on creating simplified, lower cost treatments for patients diagnosed with infertility, using a patented medical device (the “INVO Cell”) and a revolutionary in vivo method of vaginal incubation (the “INVO Procedure”) that offer patients a more natural and intimate experience. The INVO Procedure, the INVO Cell and related treatments using artificial reproductive technologies pioneered or created by INVO Bioscience are collectively referred to as the “INVO Technologies”.

Ginekalix has represented that it has experience in promoting and distributing innovative healthcare technologies, medical equipment and allied services and has the knowledge, expertise, skills and resources to promote and distribute the INVO Technologies in the Republic of North Macedonia.

Based solely on Ginekalix’ representations, INVO Bioscience desires to establish an exclusive joint venture in the Republic of North Macedonia with Ginekalix with the purpose of obtaining approval to initially commercialize and to introduce, promote and market the INVO Technologies in the Republic of North Macedonia, as well as establishing the [INVO Centar Model for Intravaginal Culture] as a private healthcare institution in accordance with the terms and conditions set forth in this JV Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

(ii)     “Affiliate” shall mean any person or entity that directly or indirectly through one or more persons or entities, controls or is controlled by a Party or is under the common control with such Party. Control in case of a person shall mean any direct or indirect family relationship; and in case of an entity shall mean, having not less than 49% beneficial ownership in the capital of such entity or the right to control the management or policies of such entity, whether through ownership, management rights, voting rights or in any other manner.

(iii)     “Articles of Association” shall mean the JV Company Articles of Association being in accordance with the Act the basic general act of a limited liability company regulating the relationships of the shareholders, corporate governance organization and functioning of the JV Company upon its incorporation, including any future amendments thereto.

(iv)     “Applicable Law” means and include all applicable statutes, enactments or acts of any legislative body in the Republic of North Macedonia, including all laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions and orders of any governmental authority, agency or instrumentality of the Government of the Republic of North Macedonia, and any amendments, modifications or enactments thereof.

(v)     “Confidential Information” shall mean, without limitation, this JV Agreement, the Intellectual Property, the IP License Agreement, any proprietary information, software programs, plans, processes, policies, drawings, specifications, system and user documentation, correspondences, prototypes, trade secrets, know how, design, invention, techniques, business methods, personal or sensitive data of employees, agents, consultants, officers, directors, customers or prospective customers or any other person which might reasonably be presumed to be confidential in nature, financial information, technical information, sales and marketing plans or other business plans; whether recorded, written, stored or transmitted in any form or medium by one disclosing Party to the other receiving Party.

(vi)     “Intellectual Property” shall mean without limitation, registered and unregistered trademarks, registered and unregistered service marks, trade names, business names, trade dress, get-ups, logos, patents, registered and unregistered design rights, copyrights, database rights, domain names and URLs, and all other similar rights in any part of the world (including in Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations in and to the INVO Technologies, of INVO Bioscience.

(vii)     “JV Agreement” means this Joint Venture Agreement and includes any annexure, schedules or exhibits attached hereto and any amendments, modifications or restatements.

(viii)     “JV Company” shall mean the joint venture company to be incorporated pursuant to this JV Agreement as set forth in Article 2 of this JV Agreement.

(ix)     “Managers” shall mean the managers of the JV Company who in accordance with the Act are entrusted to manage of the JV Company as a limited liability company.

(x)     “Ministry of Health” means the Ministry of Health of the Republic of North Macedonia.

(xi)     “PHI”     shall mean the [INVO Centar Model for Intravaginal Culture] established as a private healthcare institution that the JV Company shall found as the sole founder and owner for carrying out the INVO Procedure as biomedical assisted insemination procedure in the Republic of North Macedonia on the basis of an authorization by the Ministry of Health.

(xii)     “Shareholder” shall mean any person or entity listed in the Trade Registry and the book of shares of the JV Company as a shareholder.

(xiii)     “Territory” shall mean the Republic of North Macedonia, Albania and Kosovo.

(xiv)     “Trade Registry” shall mean trade registry maintained by the Central Registry of the Republic of North Macedonia.

(xv)     “Trade Registry Excerpt” shall mean the decision of incorporation of the JV Company issued by the Trade Registry, and reissued whenever there is a change in the JV Company that in accordance with the Act is subject to entry in the Trade Registry.

ARTICLE 2. INCORPORATION OF THE JV COMPANY

2.1     Within seven (7) days from the Effective Date, the Parties shall cause for the JV Company to be incorporated and registered in the Republic of North Macedonia under the Act, as a limited liability company, and withing sixty (60) days from the registration of the JV Company with the Trade Registry, the JV Company shall incorporate and register the PHI under the Applicable Law.

2.2     The name of the JV Company shall be [GINEKALIX INVO Bioscience LLC Skopje] or such other name as may be mutually agreed between the Parties.

2.3     The registered office of the JV Company shall be situated in Skopje, the Republic of North Macedonia, or at such other place as may be agreed between the Parties.

2.5     Subject to Applicable Law, the Articles of Association of the JV Company shall at all times reflect the terms of this JV Agreement. In the event of any inconsistency between the terms of the Articles of Association and this JV Agreement, the terms of this JV Agreement shall prevail and be the sole agreement governing the rights, obligations and liabilities of the Parties and the terms and conditions under which the Parties have agreed to form this joint venture. Consequently, within seven (7) days of the incorporation of the JV Company, the Parties shall cause and procure the JV Company to acknowledge, adopt, confirm and be bound by the terms of this JV Agreement by entering into a deed of adherence for the JV Company to be made a party to this JV Agreement.

2.6     Promptly after the JV Company is incorporated and its bank account opened, the Parties shall contribute capital and subscribe to the shares of the JV Company in accordance with the provisions set forth in Article 3 below.

2.7     The costs of incorporating the JV Company shall be borne equally by the Parties, and to the extent permitted by Applicable Law, shall be accounted for as pre-incorporation costs in the books of account of the JV Company.

ARTICLE 3. CAPITALIZATION AND SHAREHOLDING OF THE JV COMPANY

3.1     The JV Company shall have an initial authorized principal capital of [●] EUR divided into 2 shares, being specified that, in accordance with Applicable Law regulating limited liability companies, each Party owns only one share in the JV Company.

3.2     The principal capital of the JV Company shall be subscribed to and held by the Parties in the following ratio or proportion, and upon incorporation of the JV Company, the Parties shall keep this ratio or proportion of shareholding:

(i)     INVO Bioscience shall directly or through one or more of its Affiliates or nominees, contribute to and hold fifty percent (50%) of the issued and paid-up equity share capital of the JV Company, conferring to INVO Bioscience a 50% share in the JV Company with regards to the voting rights, (“INVO Bioscience Share”); and

(ii)     Ginekalix shall directly or through one or more of its nominees contribute to and hold fifty percent (50%) of the issued and paid-up equity share capital of the JV Company, conferring to Ginekalix a 50% share in the JV Company with regards to the voting rights, ("Ginekalix Share”).

3.3     The Parties shall contribute additional capital from time to time, as may be required for the business of the JV Company as mutually agreed between the Parties from time to time, provided that all capital contributions shall be in the ratio of fifty percent (50%) by INVO Bioscience and fifty percent (50%) by Ginekalix. For avoidance of doubt, the economic rights conferred to INVO Bioscience Share and Ginekalix Share remain proportionate to the nominal value of the monetary [and in-kind] contributions invested by the Parties in the principal capital of the JV Company.

3.4     No Party shall be required to make any capital contribution until and unless the other Party shall simultaneously make a corresponding capital contribution in the principal capital of the JV Company. In the event that any Party is unable or unwilling to contribute additional capital when required, the Parties may mutually agree that the other Party willing to contribute the additional capital be allowed to contribute the entire required additional capital, and in such event, the ratio of shareholding between the Parties shall stand modified to the extent of the additional capital contribution made by the contributing Party and the shareholding of the non-contributing Party shall stand diluted accordingly. No disproportionate capital contributions or corresponding dilution shall occur absent mutual written consent of the Parties.

3.5     All capital contributions in the JV Company shall be made solely in the procedure for capital increase as it may be necessary or required under Applicable Law.

ARTICLE 4. BUSINESS OF THE JV COMPANY

4.1     Subject to Applicable Law and all necessary or required regulatory approvals, licenses or registrations, the JV Company shall carry on the business of promoting, marketing and selling the INVO Technologies in the Territory

4.2     Promptly after incorporation and capitalization as aforesaid, INVO Bioscience shall grant to the JV Company all required licenses, authorization and/or consent in writing or otherwise, for promoting, marketing and selling the INVO Technologies in the Territory on such terms and conditions as may be mutually agreed as well as provide training to initial customer base and JV Company staff. All licenses, authorization and/or consent shall be exclusive, for a fixed term and subject to renewal at the sole discretion of INVO Bioscience.

4.3     The Parties agree that the JV Company and the PHI shall carry on its business to the highest medical and ethical standards as per Applicable Law. Furthermore, within one hundred eighty [180] days as of the JV Company incorporation, Ginekalix and the JV Company shall undertake all the necessary steps in order for the JV Company to obtain any and all government approvals for commercialization and execution of the INVO Technologies as well as for establishing the PHI under the Applicable Law.

4.4     The Parties shall also ensure that the JV Company complies with all applicable data protection, data privacy and data storage laws, rules and regulations of the Republic of North Macedonia and the U.S.A., including maintaining strict patient confidentiality. Without limiting the generality of the foregoing, the Parties shall ensure that the JV Company in doing its business does not violate any anti-bribery, anti-competition, anti-profiteering and anti-corruption rules and regulations of the Republic of North Macedonia and the U.S.A.

4.5     Ginekalix agrees that during the term of this JV Agreement or any extended or renewed term, it shall not, directly or indirectly, commence, participate in, promote or operate any business similar to the business of the JV Company or the PHI.

4.6     [Subject to clause 4.2 above, Ginekalix agrees that nothing in this JV Agreement shall prohibit INVO Bioscience from entering into additional joint ventures or commencing business in the Territory with third parties as related to business lines other than the INVO Technologies, notwithstanding the exclusive licenses, authorization and/or consent granted by INVO Bioscience to the JV Company. It is agreed, however, that any such opportunity will be first offered to Ginekaliks.]

ARTICLE 5. MANAGEMENTAND ADMINISTRATION OF THE JV COMPANY

5.1     The management of the JV Company shall be vested in its Managers.

5.2     The initial management shall consist of two (2) Managers, of which one (1) manager shall be nominated by INVO Bioscience and one (1) manager shall be nominated by Ginekalix (“Managers Ratio”). Any future increase in the number of managers shall be subject to the Managers Ratio.

5.3     The following persons shall serve as the first Managers of the JV Company: [●], and [●] as a Chief Executive Officer.

5.4     In the event of any vacancies due to resignation, incapacity, disqualification or death of a Manager, the Party who had originally nominated such Manager shall have the sole authority to nominate a replacement manager.

5.5     The Parties shall ensure and cause their nominated Managers to be appointed or elected from time to time. Subject to Applicable Law, the Managers shall not be subject to any fixed term, rotation or retirement, unless the Parties desire to remove and replace their nominee Manager.

5.6     The Managers of the JV Company shall not be remunerated for their appointment as managers of the JV Company. The JV Company may however, reimburse Managers the reasonable costs incurred for carrying out their engagement as Managers, subject to any limitations prescribed under Applicable Law.

5.7     [Within sixty (60) days from the date of incorporation of the JV Company, the Managers shall prepare a detailed business plan for the JV Company. The business plan shall set out the objectives and projections for the JV Company in the short term (1 to 3 years) and long term (5, 7 and 10 years). The business plan shall include, but not be limited to cash flow projections, operating budgets, sales forecast, business development and marketing plans and strategy and scale up plans.]

5.9     All decisions of the Managers shall be taken by the two Managers, and the Manager nominated by INVO Bioscience, shall in addition to his regular vote, also have a casting or tie-breaker vote. For particular matters, the Managers may defer the decision making to the Parties in their capacity as the Shareholders in the JV Company.

5.10     In addition to the Managers, the Parties shall mutually agree and appoint the following officers for the day-to-day administration and operations of the JV Company on such terms and conditions as may be mutually agreed, provided however that the officers shall always be subordinate to the Managers and shall function under the overall supervision of the Managers:

(i)     a Chief Financial Officer; and

(ii)     such other officers as may be required or considered necessary by the Parties.

5.11     In the relation with third parties, the JV Company shall be represented by the both Managers with the following limitations on their authorizations to represent the JV Company in the ordinary course of business: [●].

5.12     The Parties shall ensure that the JV Company (i) maintains proper and transparent books of accounts as required by Applicable Law that accurately reflect the true financial position of the JV Company; (ii) appoints reputed statutory auditors to audit the annual financial statements of the JV Company as required under Applicable Law; and (iii) appoints bankers and other professional advisors and consultants as necessary and as required under Applicable Law.

5.13     The Parties, in their capacity of the shareholders in the JV Company, shall have access to inspect the books of account of the JV Company, receive periodic business and financial reports and ask for clarifications or further documentation, from time to time.

5.14     The Parties shall ensure that the JV Company remains in full compliance with all Applicable Laws at all times, and for this purpose obtain all necessary and required registrations or licenses to conduct its business.

ARTICLE 6. MATTERS RESERVED EXCLUSIVELY FOR SHAREHOLDERS

6.1     Notwithstanding anything contained in this JV Agreement or Applicable Law, the Parties agree that the following matters shall be reserved exclusively to be decided by Shareholders:

(i)     Any alteration in the capital structure of the JV Company.

(ii)     Any alteration of the Articles of Association of the JV Company.

(iii)     Any change in, addition to, supplementation or modification of the business of the JV Company.

(iv)     Any change in the total number of directors.

(v)     Any declaration of dividends or distribution of profits.

(vi)     Any sale, lease or transfer of business assets (other than in the normal course of business).

(vii)     Any investment in other companies by way of equity, loan or otherwise.

(viii)     Borrowing other than normal credit in the ordinary course of business.

(ix)     Loans to directors.

(\x)     Any liabilities, guarantees or commitments to directors or third parties.

(xi)     Appointment and removal of auditors, company secretary, officers, key managerial persons and other professional advisors or consultants.

(xii)     Issue of bonus or rights shares.

(xiii)     Entering into related party transactions with directors or their family or with Affiliates, other than on proper commercial terms and at arms’ length.

(xiv)     Any scheme of arrangement or compromise or restructuring of the JV Company.

(xv)     Any major transactions as per the Act with a value that exceeds 20% of the bookkeeping value of the JV Company's assets, determined according to the JV Company's most recent financial reports, with an exception of the business deals in the normal course of business, as well as any procurement that exceeds 1/5 of the paid in principal capital.

(xvi)     Any decision for winding up of the JV Company voluntarily or initiation of insolvency or liquidation proceedings against the JV Company.

(xvii)     Any action or resolution inconsistent with this JV Agreement or the Articles of Association of the JV Company.

6.2     Notwithstanding anything contained in this JV Agreement and subject to Applicable Law, no meeting of Shareholders shall be considered to be validly held until and unless at least thirty (30) days’ notice in writing is given to the Shareholders setting forth the agenda to be discussed or decided in such meeting, along with sufficient particulars of such matters (unless a shorter notice period is agreed by the Shareholders in accordance with Applicable Law).

6.3     All Shareholder meetings shall be chaired by a nominee elected by the representatives of the shareholders present at the Shareholder meeting.

6.4     The Shareholders can pass all resolutions that are within their competence in accordance with the Act and the Articles of Association, at a Shareholders Meeting or by way of correspondence, with a simple majority of votes, save for the matters stipulated in Article 6.1 (i), (ii), (iii), (xiv) for which a qualified majority is required.

ARTICLE 7. TRANSFER AND SALE OF SHARES

7.1     The JV Company is a limited liability company held by and between INVO Bioscience and Ginekalix. Consequently, the shares of the JV Company are not freely transferrable and are subject to the restrictions and transfer provisions contained in the Act and this Article. In addition, no Party shall transfer, dispose of, assign, pledge, hypothecate or in any manner create any right, title or interest in or otherwise encumber a share held by it in the JV Company without the consent of the other Party.

7.2     Subject to the aforesaid, the shares of the JV Company held by the Parties may be freely transferred to either Party’s Affiliate after giving the other Party thirty (30) days’ written notice of the transferring Party’s intention to transfer all or part of the share held by such Party to its Affiliate.

7.3     Any sale of share by a Party to this JV Agreement to any third party shall always be subject to a thirty (30) days right of first refusal to be given to the other Party to this JV Agreement and shall be done strictly in accordance with the procedure specified below:

(i)     The Party desiring to sell the share (“Offering Party”) to a third party shall only be entitled to sell all but not part of the share held by such Party;

(ii)     The Offering Party shall give notice of its intention to sell the share to a third party to the other Party (the “Receiving Party”) specifying the identity and details of the third party, the share offered, the price being offered for the share and any other terms and conditions attached to such sale;

(iii)     The Receiving Party shall have thirty (30) days to either accept the offer or refuse it, in either case by written notice to the Offering Party;

(iv)     In the event the Receiving Party timely accepts the offer made by the Offering Party, then the sale shall be completed within sixty (60) days of the date on which the Receiving Party accepted the offer.

(v)     In the event the Receiving Party timely refuses the offer made by the Offering Party or does not respond within the stipulated thirty (30) days, then in either such event the Offering Party shall be free to sell the share only to the original third party and on the same price, terms and conditions as specified in its notice to the Receiving Party within sixty (60) days from the date the Receiving Party refuses the offer or after expiry of the time period within which the Receiving Party was required to communicate its reply to the Offering Party’s offer and if and only if, such third party shall agree to be bound by the terms, conditions, obligations and liabilities set forth in this JV Agreement and prior to any registration of transfer of share in its name, shall execute a deed of adherence to be made a party and be bound by this JV Agreement.

(vi)     In the event the original third party does not complete the purchase of the share as aforesaid, then the Offering Party shall not be able to again offer the same share for sale for a period of one year from the date the third party failed to complete the purchase.

(vii)     Notwithstanding anything contained in this JV Agreement, no Party shall sell the shares to any third party who is in or carries on a business that is directly in competition with the business of the other Party or of the JV Company. 

ARTICLE 8. REPRESENTATIONS AND WARRANTIES

8.1     Each Party represents and warrants that:

(i)     It is a company duly incorporated and validly existing under Applicable Laws with respect to Ginekalix and under U.S. law with respect to INVO Bioscience; and that the Parties have the necessary authority and resources and capacity to enter into this JV Agreement;

(ii)     The execution and delivery of this JV Agreement and the performance of the terms, conditions and obligations set forth therein are duly authorized by each Party’s respective corporate charter and all necessary individual, collective and corporate actions have been adopted to effectuate the same;

(iii)     There are no pending actions, suits or proceedings, event or occurrence or any other form of encumbrance which, in any case, might reasonably be expected to obstruct the Parties from performing its obligations under this JV Agreement; and

(iv)     The execution and delivery of this JV Agreement and the performance of the terms, conditions and obligations set forth therein does not and will not contravene any Applicable Law or any judgment or decree of any court of competent jurisdiction; nor conflict with or result in breach or default of any arrangement, agreement or contract.

(v)     It has taken independent legal, financial and tax advice before entering into this JV Agreement and undertaking the obligations set forth in this JV Agreement.

ARTICLE 9. CONFIDENTIALITY

9.1     The Parties covenant, warrant and undertake to keep and to cause the JV Company to keep all Confidential Information confidential and not use, disclose, divulge, make known, publish, communicate, reproduce or transmit in any manner, any Confidential Information, in whole or in part; directly or indirectly, during the term of or at any time forever after termination of this JV Agreement, either for their own benefit or for the benefit of others.

9.2     Each of the Parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement or in the course of giving effect to this Agreement.

9.3     The Parties shall ensure that their and the JV Company’s officers, directors, employees, agents, contractors, sub-contractors, consultants, or any persons acting on any of any of their behalf, shall keep all Confidential Information confidential and not use, disclose, divulge, make known, publish, communicate, reproduce or transmit in any manner any Confidential Information, in whole or in part; directly or indirectly, during the term of or at any time forever after termination of this JV Agreement, either for their own benefit or for the benefit of others.

9.4     The obligation for confidentiality set forth above shall not apply if the Confidential Information:

(i)     Is lawfully known to a receiving party, at the time of disclosure or prior to the disclosure of the Confidential Information, as evidenced by written records;

(ii)     Is publicly known or present in the public domain or becomes publicly known or present in the public domain through no fault, failure, wrongful act or negligence of the receiving party or the receiving party’s officers, directors, employees, agents, contractors, sub-contractors, consultants, partners, or any persons acting on any of their behalf;

(iii)     Is received from a third party, who is lawfully entitled to make the disclosure of such information to the receiving party; or

(iv)     Is required to be disclosed pursuant to a valid order or direction of a proper court of competent jurisdiction or a government agency; provided however that the receiving party will use its best efforts to minimize the disclosure of such information and prior to disclosing the Confidential Information will notify the owner of the Confidential Information and will consult with and assist the owner of such Confidential Information in obtaining a protective order prior to such disclosure.

(v)     Is required to be disclosed to a Party’s professional advisors (including a Party’s lawyers, auditors, accountants and/or consultants) provided such advisor is bound by similar confidentiality obligations.

9.5     The receiving Party of any Confidential Information acknowledges and agrees that its failure to comply with any of the provisions of this Clause may cause irrevocable harm to the disclosing Party and that a remedy at law may not be an adequate remedy and that the disclosing Party may, in its sole discretion, obtain from a court having proper jurisdiction an injunction, restraining order, specific performance or other equitable relief to enforce such provision. The disclosing Party’s right to obtain such equitable relief will be in addition to any other remedy that it may have under applicable law including, but not limited to, monetary damages.

ARTICLE 10. INTELLECTUAL PROPERTY

10.1     Parties’ Duties

(i)     JV Company shall promptly and fully notify INVO Bioscience of any actual, threatened or suspected infringement of Intellectual Property which comes to the JV Company’s notice, and of any claim by any third party coming to the JV Company’s notice that the sale of the INVO Technologies infringes any rights of any other person, and INVO Bioscience shall at the request of the JV Company, do all things as may be reasonably required to assist the JV Company in taking or resisting any proceedings in relation to any such infringement or claim.

(ii)     JV Company shall at the expense of JV Company take all such steps as INVO Bioscience may reasonably require to assist INVO Bioscience in maintaining the validity and enforceability of the Intellectual Property during the term of this Agreement.

10.2     Nothing in this Agreement shall give Ginekalix and/or the JV Company and/or the PHI any rights in respect of any Intellectual Property (whether registered or not) used by the JV Company in relation to the INVO Technologies or of the goodwill associated therewith, and Ginekalix and/or the JV Company hereby acknowledges that, except as expressly provided in this Agreement, Ginekalix and/or the JV Company shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in INVO Bioscience as the case may be.

(i)     Ginekalix shall not register any Intellectual Property namely trademarks or trade names so resembling the trademarks or trade names of INVO Bioscience or the Services so as to be likely to cause confusion or deception during the duration of this Agreement and after expiration, termination or earlier determination of this Agreement.

(ii)     Ginekalix shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property and shall not omit or authorize any third party to omit to do any act, which by its omission would have that effect or character.

(iii)     Ginekalix shall not after expiration, termination or earlier determination of this Agreement (whether as shareholder or as reseller, dealer, marketing affiliate, distributor, partner, consultant of any entity or pursuant to any other similar relationship with any other entity), in The Republic of North Macedonia be engaged in the business of providing or reselling any goods using or resembling any of the Intellectual Property related to INVO Technologies or any part thereof.

(i)     During the term of this Agreement, the JV Company shall have the right to indicate to the public that it is an authorized seller of the INVO Technologies and to introduce, promote and market the INVO Technologies under the trademarks and trade names of INVO Bioscience. All representations of INVO Bioscience’s trademarks which the JV Company intends to use shall first be submitted to INVO Bioscience for approval (which shall not be unreasonably withheld). In addition, the JV Company must comply with all reasonable guidelines communicated by INVO Bioscience concerning the use of INVO Bioscience’s trademarks.

(ii)     The JV Company shall not alter or remove any of INVO Bioscience’s trademarks affixed to any of the brochures or materials supplied by INVO Bioscience.

ARTICLE 11. TERM AND TERMINATION

11.1     This JV Agreement shall come into effect on the Effective Date and shall remain valid and subsisting for a term of duration of the JV Company or as long as INVO Bioscience remains a shareholder in the JV Company.

11.2     Notwithstanding the foregoing, either Party may terminate this JV Agreement without cause, after giving one hundred and twenty (120) days prior written notice of termination to the other Party.

11.3     Notwithstanding the foregoing, this JV Agreement may be terminated at the option of either Party upon the occurrence of any of the following events (each an “Event of Default”):

(i)     Any Party materially defaults in the performance of any of the covenants, terms or conditions of this JV Agreement, and fails to cure such default within thirty (30) days after receipt of notice in writing from the other Party of the default;

(ii)     If either Party files a voluntary petition for winding up or dissolution; or is being wound up or adjudged bankrupt or insolvent by a court or tribunal of competent jurisdiction or enters into a compromise or arrangement with its creditors as a result of its bankruptcy;

(iii)     If either Party suffer or permit the appointment of a receiver for its business or assets, or avail itself of or become subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of credits;

(iv)     If the JV Company undergoes a substantial change in management, personnel, or ownership effected without the prior written approval of the either Party;

(v)     Upon the occurrence and continuation of any force majeure events (as hereinafter defined in this JV Agreement) for a period of six (6) months; or

(vi)     If the JV Company is acquired, either directly or indirectly by any person, firm or entity, whose material business is in competition with the business of JV Company.

11.4     Upon expiry or termination of this JV Agreement for any reason whatsoever:

(i)     Any IP License Agreement or any other license, approval or consent granted to the JV Company by INVO Bioscience shall automatically stand cancelled;

(ii)     All Parties to this JV Agreement and the JV Company, shall promptly return to the owner and/or erase or destroy all Confidential Information, including all copies, notes, drawings, photocopies, written, audio or photographic records or other records in any form, relating to the Confidential Information in their possession or control. This obligation shall not apply to any Confidential Information that is required under Applicable Law to be retained for any period of time; and

(iii)     The JV Company shall be wound up in an orderly manner under Applicable Law and any remaining assets shall be apportioned between the Parties, only after all third-party liabilities of the JV Company including all statutory liabilities are satisfied and provided for.

11.5     Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

11.6     It is further agreed that a failure or delay by either Party to seek redress or remedy under this Agreement for any breach or default by the other Party shall not be deemed a continuing or absolute waiver of that breach or similar breach or default by the other Party thereafter.

ARTICLE 12. MISCELLANEOUS

12.1     Notices:

(i)     All notices or other communications under this JV Agreement shall be in writing and given by email followed by a hard copy sent by any internationally recognized courier to the Parties’ at their respective address specified below:

If to INVO Bioscience, Inc.:

5582 Broadcast Court

Sarasota, Florida 34240

USA

Attention: CEO

Email: steveshum@invobio.com

If Ginekalix:

50 Divizija 40/1-4

1000 Skopje

N. Macedonia

Attn: General Manager

Email: dimitar@ginekaliks.mk

Any change in the aforesaid addresses shall be promptly communicated in writing by the Parties to each other.

(ii)     Notices or communications given by email shall only be effective on the third business day after they are sent, provided the sender can prove that (a) the email has been properly transmitted electronically; and (b) the notice or communication has simultaneously been delivered to an internationally recognized courier.

(iii)     Notices or communications sent only by courier shall only be effective one business day after delivery by the courier as evidenced by an official proof of delivery receipt from the concerned courier service.

(iv)     Notices or communication sent by WhatsApp messages, SMS or any other social media or electronic means shall not be valid or effective.

12.2     Assignment:

This JV Agreement and the present and future obligations, liabilities, rights, titles, and interests of the Parties there under shall not be assigned to any third party, in whole or in part, without the prior written consent of other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing either Party shall have the right to transfer this Agreement and all rights and obligations hereunder to an Affiliate or to a party that acquires all or substantially all of its assets provided such party agrees in writing to be bound by the provision of this Agreement.

12.3     Force Majeure:

(i)     For the purposes of this JV Agreement, force majeure shall mean, the occurrence of any event (a) not within the reasonable control of a Party; (b) which could not have been reasonably avoided by the Party; and (c) which materially interferes with the ability of a Party to perform its obligations under this JV Agreement, including without limitation, any natural calamities, acts of God, war, civil unrest, terrorist events or change in law.

(ii)     No Party shall be deemed to be in default under this JV Agreement or be held liable or responsible for any delay or failure to fulfill any obligation hereunder, so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of the occurrence of a force majeure event.

(iii)     The occurrence of a force majeure event shall not excuse such Party from its obligations but merely suspend the performance of the obligations under this JV Agreement.

(iv)     A Party claiming the benefit of a force majeure event, shall, as soon as reasonably practicable after the occurrence of any such event, provide written notice to the other Party of the nature and extent of any such force majeure event; and use commercially reasonable efforts to resume performance under this JV Agreement as soon as reasonably practicable.

12.4     Modifications and Amendments:

This JV Agreement shall not be altered, modified or supplemented except in writing and signed by all the Parties and the JV Company.

12.5     Waivers:

(i)     No waiver or amendment to this JV Agreement shall be binding upon the Parties unless it is made in writing and duly executed by all of them.

(ii)     No failure or delay, with or without intent, of any Party to enforce or exercise at any time any of the provisions of this JV Agreement, or any right in respect thereto, shall be construed to be a waiver of such provisions or rights or affect the validity of this JV Agreement.

(iii)     No delay or failure by either Party to exercise any of its powers, rights or remedies under this JV Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude or prejudice the said Party from exercising the same or any other or future right it may have under this JV Agreement, irrespective of any previous action or proceeding taken hereunder.

12.6     Severability:

If any part, term or provision of this JV Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this JV Agreement shall not be affected, if such part, term or provision is severable from the rest of this JV Agreement, without altering the essence of this JV Agreement. If such part, term or provision is not so severable, then the Parties shall renegotiate in good faith in order to agree to the terms of a mutually satisfactory replacement provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision so found to be invalid, illegal or unenforceable.

12.7     Entire Agreement:

This JV Agreement constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, letters of intent, negotiations, commitments arrangements, representations, warranties, statements, promises, information and undertakings, whether oral or written, expressed or implied, with respect to the subject matter of this JV Agreement.

12.8     Governing Law and Dispute Resolution:

(i)     This JV Agreement and all disputes or controversies arising out of or in connection with the interpretation, performance, non-performance, expiry or termination of this JV Agreement, shall be governed by and construed in accordance with the laws of the Republic of North Macedonia.

(ii)     The Parties agree that any dispute or disagreement in relation to this JV Agreement shall in the first instance be amicably resolved by mutual negotiations between the Parties at their respective highest levels of management. If, despite the aforesaid, the dispute or disagreement remains unresolved for a period of sixty (60) days, then the Parties shall be at liberty to seek recourse of the Civil court in Skopje, the Republic of North Macedonia, and such courts shall have exclusive jurisdiction to decide all such disputes or disagreements.

12.9     Counterparts:

This JV Agreement shall be executed in three counterparts, each of which when executed and delivered, shall be considered an original and which together shall have the same effect as if each Party had executed and delivered the same document.

12.12     Additional Documents:

Each Party hereto shall promptly execute and deliver such additional documents as are reasonably required by the Parties hereto for the purpose of implementation of this JV Agreement, provided that such documents shall be consistent with the provisions hereof.

12.13     Headings:

The paragraph headings in the JV Agreement are for the convenience of the Parties hereto and shall not affect the construction of the JV Agreement.

12.14     Stamp Duty and Costs:

(i)     Any stamp duty payable on this JV Agreement shall be borne equally by the Parties.

(ii)     Each Party shall bear its own costs relating to the negotiation and execution of this JV Agreement, including the cost of consulting any legal or financial consultants.

12.15     No Agency:

This JV Agreement shall not be construed to create agency or partnership or any fiduciary obligation between the Parties; nor grant any power or authority to any Party to represent the other Party hereto.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this JV Agreement the day and year first above written.