STABILI-TEETH®
CE COURSE REGISTRATION

**TERMS AND CONDITIONS | Stabili-Teeth® Standard License Agreement**

This LICENSE AND SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into between the undersigned Licensee ("Licensee"), and STABILI-TEETH, LLC with a place of business at 7008 Fair Oaks Dr, Export PA 15632(“Stabili-Teeth”). For purposes of this Agreement, Licensee and Stabili-Teeth each will be referred to individually as a "Party" and together as the "Parties."

WHEREAS, Stabili-Teeth has the right to license certain Licensed IP (as defined herein) and provides certain Training Services (as defined herein) related to a Procedure (as defined herein); and

WHEREAS, Licensee desires to obtain a license to use the Licensed IP and to participate in the Training Services, and Stabili-Teeth agrees to provide Licensee with such a license and the Training Services under the terms set forth herein and in exchange for certain Fees (as defined herein).

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the meaning described herein, and shall include the plural as well as the singular. (a) “Agreement” shall mean this License and Subscription Agreement, any applicable Order(s), and any written amendments signed by both parties to any of the aforementioned documents. (b) “Certified User” shall mean any Licensee and/or Practice principal, employee, or agent who has satisfactorily completed the training process offered by Stabili-Teeth associated with the Procedure, provided that all Certified Users must be licensed individuals. (c) “Commercial Materials” shall mean the advertising, marketing and promotional materials provided to Licensee hereunder, including without limitation the materials listed in Exhibit D. (d) “Documentation” shall mean Stabili-Teeth’s standard manual and/or training materials related to the Procedure provided to Licensee in connection with the Training Services. (e) “Fees” shall mean collectively the fees set forth in Section 4 and any applicable Order. (f) “Improvements” means all improvements, derivatives, and other modifications related to the Licensed IP, whether or not patentable or registrable, that are conceived, reduced to practice, created, developed, discovered or otherwise acquired during the Term, regardless by whom. (g) “Intellectual Property” shall mean any patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, trade secrets, and proprietary information. (h) “Licensed IP” shall mean the Intellectual Property licensed hereunder, including the Procedure IP, Stabili-Teeth Trademarks, and the Intellectual Property associated with the Documentation and Commercial Materials. (i) “Order” shall mean a document executed by Licensee whereby Licensee purchases a license to use the Licensed IP under this Agreement and/or the Training Services. (j) “Practice Data” shall mean the data provided to Stabili-Teeth by the Licensee related to the Licensee’s use of the Procedure. 1. (k) “Practice” means the dental practices owned and operated by Licensee listed in Exhibit E. (l) “Procedure” shall mean Stabili-Teeth’s proprietary dental implant procedure. (m) “Procedure IP” shall mean the Intellectual Property associated with the Procedure, including without limitation the Intellectual Property listed in Exhibit A. (n) “Required Minimum Number of Procedures” shall mean three (3) Procedures performed in any three contiguous months during the term of this agreement. (o) “Stabili-Teeth Trademarks” shall mean the trademarks listed in Exhibit C. (p) “Term” shall mean collectively the Initial Term and any Renewal Term. (q) “Exclusive Territory” shall mean a radius around a practice that includes a population of at least 20,000. (r) “Training Services” shall mean the training services listed in Exhibit B or in an applicable Order. 2. Services and Licenses (a) Procedure IP License. Subject to the terms of this Agreement, Stabili-Teeth hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Procedure IP to participate in training sessions led by Stabili-Teeth related to the Procedure, and a limited, exclusive, non-transferable, non-sublicensable, revocable license to use the Procedure IP to have Certified Users perform the Procedure on patients within the Territory. No Licensee and our Practice principal, employee, or agent may perform the Procedure unless they are a Certified User. (b) Documentation License. Subject to the terms of this Agreement, Stabili-Teeth hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to duplicate the Documentation, and to internally display or distribute the Documentation to Practice employees, principals, or agents to the extent reasonably necessary for Licensee to perform the activities set forth in Section 2(a). Licensee may not amend, create derivatives of, or otherwise change any Documentation licensed hereunder absent Stabili-Teeth’s prior written consent. (c) Procedure Kits. The Licensee will purchase any kits necessary to perform the Procedure (“Kits”) from BioHorizon Implant Systems Inc. (“BioHorizons”), or an implant provider selected by Stabili-Teeth, in its sole discretion, by accessing the BioHorizons website at: https://www.biohorizons.com and entering in the following Kit ordering code when prompted: STCP. Licensee acknowledges and agrees that Stabili-Teeth makes no warranties, express or implied, with respect to the Kits, and Stabili-Teeth will not be liable to Licensee or any third party for any claims or liabilities related to the Kits or the quality or availability thereof, as more fully set forth in Section 5 hereof.. (d) Prosthetics. Stabili-Teeth recommends that the Licensee purchase any prosthetics necessary to perform the Procedure from ROE Dental Labs (“ROE”) by providing the Stabili-Teeth Lab Work Order and Smile Analysis order intake sheet to ROE Dental Labs. Licensee acknowledges and agrees that Stabili-Teeth makes no warranties, express or implied, with respect to the prosthetics, and Stabili-Teeth will not be liable to Licensee or any third party for any claims or liabilities related to the prosthetics or the quality or availability thereof, as more fully set forth in Section 5. (e) Commercial Materials. (i) License. Subject to the terms of this Agreement, and subject to Licensee having at least one current Practice principal, employee or agent qualified as a Certified User, Stabili-Teeth hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license to duplicate, distribute, and display the Commercial Materials for the sole purpose of marketing, advertising, promoting or offering for sale the Procedure to potential patients. (ii) Establishing an Exclusive Territory. Upon execution of the Required Minimum Number of Procedures, the Licensee will be eligible to license an Exclusive Territory in the area around the Licensee location listed above for an additional license fee of $200/ month. The Effective Date for exclusivity is commensurate with the first Exclusive Territory payment and will be maintained as long as the Required Minimum Number of Procedures is maintained. Licensee can license additional areas beyond the Exclusive Territory at a price pro rated as such. (iii) Changes to the Commercial Materials. Stabili-Teeth reserves the right to add or remove any advertising, marketing and promotional materials from the definition of Commercial Materials at any time by providing notice to Licensee. If Stabili-Teeth removes any advertising, marketing and promotional materials from the definition of Commercial Materials, Licensee will immediately cease any and all use of such advertising, marketing and promotional materials. If Stabili-Teeth adds any advertising, marketing and promotional materials to the definition of Commercial Materials, Licensee may use such advertising, marketing and promotional materials pursuant to the terms of this Agreement. (iv) No Modification. Licensee may not amend, create derivatives of, or otherwise change any Commercial Materials licensed hereunder absent Stabili-Teeth’s prior written consent. (f) Licensed Trademarks. (i) License. Subject to the terms of this Agreement, and subject to Licensee having at least one current Practice principal, employee or agent qualified as a Certified User, Stabili-Teeth hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license during the Term to use the Stabili-Teeth Trademarks to market and promote the Procedure to potential patients. (ii) Use. Licensee may not use any Stabili-Teeth Trademark in an unfavorable or negative fashion, as determined by Stabili-Teeth in its sole discretion, and Licensee agrees to strictly comply with any and all brand guidelines associated with the Stabili-Teeth Trademarks that may be provided by Stabili-Teeth from time to time. Any and all goodwill arising from Stabili-Teeth’s use of the Stabili-Teeth Trademarks shall inure solely to the benefit of the Stabili-Teeth. If Licensee wants to use any Stabili-Teeth Trademark in any advertising, promotional, or marketing materials besides the Commercial Materials, Licensee will provide Stabil-Teeth with a copy of such advertising, promotional, or marketing materials prior to any distribution, duplication, or distribution thereof. If Stabili-Teeth does not approve of such advertising, promotional, or marketing materials, Licensee shall have no right to use such advertising, promotional, or marketing materials under the terms of this Agreement. Notwithstanding any contrary provision of this Agreement, Licensee shall immediately cease using any Stabili-Teeth Trademark upon Stabili-Teeth’s request. (iii) No Modification. Licensee may not amend, create derivatives of, or otherwise change any Stabili-Teeth Trademark licensed hereunder absent Stabili-Teeth’s prior written consent. (g) Training Services. Stabili-Teeth will perform the Training Services under the terms set forth herein or pursuant to an applicable Order. Stabili-Teeth shall provide a dental practitioner in good standing to perform the Training Services on an as needed basis for associates and staff employed by Licensee. Training Services will also include front office sales, patient qualification and financing, and administrative training for Licensee staff. The Training Services will be completed at a mutually convenient time agreed upon by the parties hereto. (h) Acts or Omissions of Principals, Employees, or Agents. Licensee hereby acknowledges and agrees that it will be jointly and severally liable for any of its or its Practices’ principals, employees, or agents acts or omissions that would, if it were an act or omission of Licensee have been a breach of this Agreement. 3. Intellectual Property (a) Stabili-Teeth Intellectual Property. This Agreement does not grant License any Intellectual Property license or rights in or to the Licensed IP or any component or aspect thereof, except to the limited extent that this Agreement specifically sets forth. Licensee acknowledges that Stabili-Teeth is the rightful owner or authorized licensee of all right, title and interest in and to the Licensed IP, and agrees not to challenge, or to assist others in challenging, the validity or ownership of the Licensed IP, or to dispute Stabili-Teeth’s right to license the Licensed IP. Any such challenge or assistance will be a material breach, subjecting the Agreement to immediate termination at Stabili-Teeth’s discretion. (b) Improvements. If, during the Term, Licensee, any Practice, or its or their principals, employees, or agents conceive, create, or contribute to any Improvement, Licensee will fully and promptly disclose to Stabili-Teeth such Improvement, and will assign, and hereby does assign, to Stabili-Teeth any and all Intellectual Property rights associated with such Improvement, without additional consideration. Licensee will execute and deliver to Stabili-Teeth, and will cause its principals, employees, or agents to execute and deliver to Stabili-Teeth, any and all documents reasonably requested by Stabili-Teeth, at Stabili-Teeth’s expense, to effectuate any such assignment. Licensee further represents and warrants that it and its’ Practices have entered into written agreements with its or their principals, employees, or agents to allow for the transfer of rights to Stabili-Teeth as set forth herein. 4. Fees and Payment (a) Fees. The Fees associated with the license and Training Services, unless otherwise set forth in an Order executed by both parties, shall be as follows: (i) Upon execution of this Agreement, the Licensee shall pay a one-time lump sum fee of $5,500.00 to Stabili-Teeth. (ii) On the first day of each full calendar month thereafter, the Licensee shall pay to Stabili-Teeth a license fee of $1,297.00 (the “Monthly License Fee”). The Monthly License Fee will be subject to an annual increase to adjust for inflation at the first renewal term based on the 12 month change in the Consumer Price Index (CPI) and will not exceed 5% over the then-current subscription pricing. Licensee shall provide Stabili-Teeth with complete and accurate billing contact information including a valid email, billing address, contact person and contact phone number. (b) Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Stabili-Teeth’s income. 5. Representations and Warranties and Limitation of Liability (a) Licensee Warranties. Licensee makes the following representations and warranties: (i) Licensee has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; (ii) that any Licensee or Practice principal, employee, or agent who participates in the Training Services possesses any and all certifications or licenses under applicable law necessary to perform the Procedure, and will comply with all applicable federal, state, and locals laws applicable to the provision of dental services contemplated by this Agreement; (iii) Licensee’s performance under this Agreement shall not violate applicable law or conflict with any agreement to which Licensee is a party; (iv) Licensee will use its best effort to market, advertise, promote and sell the Procedure to potential patients; and (v) Licensee has the full right and authority to provide Stabili-Teeth with the Practice Data, and Licensee’s provision of the Practice Data and Stabili-Teeth’s use of the Practice Data as authorized herein shall not violate applicable law or the rights of any third party. (b) Stabili-Teeth Warranties. Stabili-Teeth makes the following representations, warranties and covenants: (i) Stabili-Teeth has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; and (ii) Stabili-Teeth’s performance under this Agreement shall not conflict with any agreement to which Stabili-Teeth is a party. (c) DISCLAIMER. THE LICENSED IP, COMMERCIAL MATERIALS, DOCUMENTATION AND TRAINING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NONINFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. STABILI-TEETH MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROCEDURE OR THE PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PROCEDURE WILL PRODUCE ANY DESIRED RESULTS. (d) LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, BUSINESS OR PROFITS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON BREACH OF WARRANTY, CONTRACT, OR NEGLIGENCE IN CONNECTION WITH THIS AGREEMENT OR THE PROCEDURE, DOCUMENTATION COMMERCIAL MATERIALS, LICENSED IP, OR TRAINING SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY’S LIABILITY FOR DAMAGES WILL NOT IN ANY EVENT EXCEED ALL FEES PAID TO STABILI-TEETH HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ACCRUAL OF THE UNDERLYING ALLEGED CLAIM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY TO MEET ITS ESSENTIAL PURPOSE. (e) LIMITATION OF LIABILITY EXCEPTIONS. NOTWITHSTANDING THE ABOVE, EITHER PARTY SHALL BE FULLY LIABLE TO THE OTHER PARTY FOR (I) ITS BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN; (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS; AND (III) ANY CLAIMS OR DAMAGES DUE TO THE INTENTIONAL ACTS, FRAUD, GROSS NEGLIGENCE, RECKLESS OR WILLFUL MISCONDUCT OF THE PARTY, ITS AFFILIATES, OR ITS OR THEIR PRINCIPALS, EMPLOYEES OR AGENTS. 6. Indemnity (a) Licensee shall indemnify, defend and hold harmless Stabili-Teeth, its affiliates, officers, directors, employees, agents and customers from and against any and all loss, liability, cost, damages and expense, including attorneys’ fees, which may be incurred by Stabili-Teeth in connection with any in connection with any claims, actions, or demands by a third party (“Claims”) arising out of or related to (i) the gross negligence or willful misconduct of Licensee, the Practice, and/or its or their principals, employees, or agents; (ii) Licensee’s violation of applicable law; (iii) Licensee’s breach of its representations and warranties as set forth herein; or (iv) Licensee’s and/or any Certified User’s performance of the Procedure, including without limitation any claims related to malpractice. (b) Stabili-Teeth shall: (a) promptly give written notice of the Claim to the Licensee (provided that Licensee shall only be relieved of its obligations to the extent prejudiced by the delay); (b) give Licensee sole control of the defense and settlement of the Claim (provided Licensee will obtain the prior approval of Stabili-Teeth before entering into any settlement of such Claim or ceasing to defend against such Claim, if such settlement or ceasing to defend the Claim adversely affects Stabili-Teeth); and (c) provide to Licensee, at Licensee’s cost and expense, all reasonable assistance. 7. Insurance 2. Licensee shall obtain and maintain for itself and its Certified Users for the term of this Agreement, occurrence-based medical malpractice and general liability insurance policies at limits required by law in Licensee’s jurisdiction, but in no case less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate. Licensee shall notify Stabili-Teeth in writing no less than ten (10) business days prior to any reduction or cancellation of such coverage. Licensee shall provide Stabili-Teeth with evidence of coverage within seventy-two (72) hours of Stabili-Teeth’s request. 8. Licensee Information (a) Reporting of Periodic Licensee Information. At the close of every month, Licensee will provide to Stabili-Teeth the Practice Data associated with its performance of the Procedure in the form and format requested by Stabili-Teeth. The Practice Data shall at a minimum include the number of arches completed in a given month, total gross revenue per arch, and the number of implants during the month that have exhibited mobility (“Implant Failures”). Failure to provide Stabili-Teeth with complete Practice Data will result in an additional $100 fee (the “Additional Fee”). The Additional Fee shall be added to the Monthly License Fee during the month immediately following any missed Practice Data submittal, in Stabili-Teeth’s sole discretion. Such Additional Fee shall not exceed $100 per month. . Stabili-Teeth reserves the rights to reasonably request further information or clarification from Practice related to the Practice Data the Licensee provides, and Licensee agrees to use commercially reasonable efforts to promptly respond to such requests. In the event that Stabili-Teeth reasonably believes that the number of Implant Failures is excessive, Stabili-Teeth reserves the right to request any of the Certified Users associated with the Licensee to participate in additional training related to the Procedure. The Licensee further acknowledges and agrees that any Practice Data it provides to Stabili-teeth will not contain any personally identifiable information or any Protected Health Information, as that term is defined in 45 CFR § 160.103. (b) Use of Practice Data. Stabili-Teeth shall use, store, disclose, and otherwise process the Practice Data: (i) for the purpose of performing its obligations under this Agreement; (ii) pursuant to documented instructions from Licensee, (iii) to provide its products and services, (iv) for internal research and development proposes, or (v) when required to do so by applicable law, and Stabili-Teeth informs Licensee of that legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law. 9. Enforcement Licensee will notify Stabil-Teeth immediately if it becomes aware of any actual or suspected third party infringement, misappropriation or unauthorized use of the Licensed IP. Stabili-Teeth has the sole and exclusive right (but not the obligation) to take any and all action to enforce the Licensed IP (“Enforcement”), including without limitation initiating infringement proceedings against a third party. If Stabili-Teeth requests, Licensee will join Stabili-Teeth as a party in any Enforcement. Licensee will provide Stabili-Teeth all assistance and cooperation reasonably requested by Stabili-Teeth in connection with any Enforcement. Stabili-Teeth shall bear all costs and expenses for the Enforcement, and shall receive all of the proceeds, awards, and other benefits of said Enforcement. 10. Audit Stabili-Teeth may, at its own expense, audit Licensee’s performance under this Agreement. Stabili-Teeth shall conduct audits during regular business hours at Licensee’s and/or its Practices’ place or places of business and shall not unreasonably interfere with other business activities. Stabili-Teeth may conduct an on-site audit only once annually, but may conduct desk audits on a more frequent basis in its discretion. If as a result of any audit, Stabili-Teeth identifies any violation of the terms of this Agreement by Licensee, then Licensee shall pay the expenses associated with the audit. 11. Confidentiality (a) Confidential Information Defined. “Confidential Information” means any and all information disclosed by one party to this Agreement (“Disclosing Party”) to the other (“Receiving Party”) during the Term, including without limitation, any source code, prices, trade secrets, databases, designs and techniques, models, displays and manuals, information concerning research activities and plans, customers, personnel, marketing or sales plans, sales forecasts, pricing or pricing strategies, costs, operational techniques, strategic plans, business information, whether or not such information is disclosed by Disclosing Party orally or in writing, and whether or not such information is marked as “confidential” or “proprietary” at the time of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Receiving Party’s possession at the time of disclosure; (ii) is independently developed by Receiving Party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Receiving Party’s improper action or inaction; or (iv) is approved for release in writing by Disclosing Party. Receiving Party is on notice that the Confidential Information may include Disclosing Party’s valuable trade secrets. (b) Nondisclosure. Receiving Party shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement (the “Purpose”). Receiving Party: (a) shall not disclose Confidential Information to any employee or contractor of Receiving Party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Receiving Party with terms no less restrictive than those of this Section 11; and (b) shall not disclose Confidential Information to any other third party without Disclosing Party’s prior written consent. Without limiting the generality of the foregoing, Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Receiving Party shall promptly notify Disclosing Party of any misuse or misappropriation of Confidential Information that comes to Receiving Party’s attention. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Receiving Party shall give Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at Disclosing Party’s expense. (c) Injunction. Receiving Party agrees that breach of this Section 11 would cause Disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Disclosing Party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. (d) Termination & Return. Upon termination or expiration of this Agreement, Receiving Party shall cease the use of and return all copies of Confidential Information to Disclosing Party or certify, in writing, the destruction thereof. (e) Retention of Rights. This Agreement does not transfer ownership of Confidential Information. Disclosing Party will retain all right, title, and interest in and to all Confidential Information. 12. Term and Termination. (a) Term. Except as otherwise forth in an Order, the term of this Agreement shall begin on the Effective Date and shall continue for a period of one (1) year (“Initial Term”). Unless terminated earlier pursuant to Section 12(b), this Agreement shall automatically review for one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”). (b) Termination. In addition to any other express termination right set forth in this Agreement: (i) Either Party may terminate this Agreement for cause upon thirty (30) days’ written notice of a material breach to the other Party, provided such breach remains uncured at the expiration of such notice period; and (ii) Either Party may immediately terminate this Agreement upon the occurrence of any of the following events: (a) the other Party becomes insolvent, or is adjudicated bankrupt or voluntarily seeks protection under any bankruptcy or insolvency law; or (b) the other Party makes an assignment of its assets for the benefit of creditors or any arrangement with its creditors. (iii) Stabili-Teeth may terminate this Agreement immediately by upon written notice to Licensee if Licensee comes under direct or indirect control of any other entity. (iv) Stabili-Teeth may terminate this Agreement immediately in the event the Licensee fails to pay the Monthly License Fee, and has failed to pay all outstanding amounts by the tenth (10th) day following written notice from Stabili-Teeth to the Licensee of such breach. (v) Licensee can terminate this Agreement by providing Stabili-Teeth with sixty (60) days advance written notice prior to any Renewal Period. (c) Effect of Termination or Expiration. Upon termination or expiration of this Agreement or any applicable SOW, any right or license granted to Licensee herein shall immediately cease; and any Fees due to Stabili-Teeth under the Agreement or the applicable SOW shall become immediately payable. If the Agreement is terminated in the Initial Term by Stabili-Teeth pursuant to Section 10(b)(iii), Stabili-Teeth will provide Licensee with a pro-rated refund of any pre-paid Fees. (d) Equitable Relief. The Parties acknowledge and agree that there may be no adequate remedy at law for the failure of the other Party to comply with any of the material terms and conditions of this Agreement upon termination of this Agreement, or upon a breach of the confidentiality terms herein, and the Parties agree that, in the event of any such failure, the non-breaching Party shall be entitled to equitable relief by way of temporary restraining order, temporary injunction, and permanent injunction and such other and further relief as any court of competent jurisdiction may deem proper. 13. Miscellaneous (a) No Guaranteed Business or Patient Volume. Licensee understands and agrees that Stabili-Teeth has not made, does not make, and should not be construed to be making any representation, promise, or guarantee concerning or related to any volume of business for Licensee, nor any representations, promises, or guarantees that any person or entity may be referred to Licensee for the performance of a Procedure or other dental care services as a result of Stabili-Teeth’s performance of its obligations under this Agreement. (b) Notice. All notices to a party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the address(es) set forth above, or to a different address which a party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received. (c) Amendment. This Agreement may not be amended except in a writing executed by authorized representatives of Licensee and Stabili-Teeth. (d) Assignment; Change of Control. Except as provided in this Section 13(d), this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred by Licensee without the written consent of Stabili-Teeth, which shall provide such consent in its sole discretion. In the event Licensee desires to make such an assignment or transfer of this Agreement or any rights or obligations hereunder, Licensee shall provide Stabili-Teeth with written notice requesting Stabili-Teeth’s written consent, and Stabili-Teeth shall provide Licensee with written notice of its determination whether to provide such consent or terminate this Agreement within thirty (30) days of receiving such notice from Licensee. Notwithstanding the foregoing, without the other Party’s consent, this Agreement shall be assigned and the rights and obligations hereunder shall be assigned to an entity that acquires all or substantially all of the business or assets of a Party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any attempt to assign this Agreement in violation of the foregoing will be null and void. This Agreement binds the Parties, their respective affiliates, successors and permitted assigns. (e) Survival. The terms of this Agreement that by their sense and context should survive any termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including but not limited various provisions in Sections 1, 3, 4, 5, 6, 7, 11, 12, 13 and any payment obligations that accrue prior to such termination or expiration. (f) Independent Contractor. The Parties are independent contractors and will so represent themselves in all regards. (g) Binding Effect and Third-Party Beneficiary. Except as specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement. (h) Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter. (i) Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law. (j) Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, accept to the extent preempted by federal law. The sole jurisdiction and venue for any litigation arising out of this Agreement will be the federal or state courts located in Allegheny County, Pennsylvania. (k) Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control (each, a “Force Majeure Event”), including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) governmental health restrictions or advisories; (h) disease, epidemics or pandemics; (i) national or regional emergency; and (j) any other similar events or circumstances. The party suffering a Force Majeure Event shall give notice within 14 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. (l) Entire Agreement. This Agreement contains the final and entire agreement of the Parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement’s subject matter. (m) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.