Build your independent PSG distributor business.

1. Parties and Acceptance

This Independent Distributor Agreement (the "Agreement") is entered into between Peptide Source Group, LLC ("PSG"), and the individual or business identified in the signature block ("Independent Distributor"). The Agreement becomes effective on the date of the last signature or electronic acceptance (the "Effective Date").

By signing, clicking "I Agree," or otherwise electronically accepting these terms, Independent Distributor confirms that Independent Distributor has read, understands, and agrees to be bound by this Agreement and any exhibits expressly incorporated into it.

2. Scope of Services

Independent Distributor will provide independent business development, clinic outreach, account support, and related commercial services for PSG. Independent Distributor may identify and introduce qualified provider organizations, explain PSG's provider-only sourcing model, assist with clinic application and onboarding, support ordering relationships, and maintain professional follow-up with assigned accounts.

Independent Distributor is responsible for determining the time, place, methods, and manner of performing the services, subject to this Agreement, applicable law, PSG brand/compliance standards, and any agreed deliverables. PSG may establish product, pricing, compliance, documentation, account-assignment, and brand standards without controlling Independent Distributor's day-to-day means or methods of work.

Independent Distributor has no guaranteed territory, minimum number of leads, minimum sales volume, minimum compensation, or exclusive right to any clinic, geography, product, or pharmacy relationship unless PSG confirms otherwise in writing.

3. Independent Contractor Relationship

The parties intend an independent contractor relationship and not an employment, partnership, joint venture, franchise, fiduciary, or agency relationship. The label used by the parties does not override applicable law; the parties will operate consistently with an independent business relationship.

• Independent Distributor may accept or decline opportunities and generally controls Independent Distributor's work schedule and sales methods, subject to legal and compliance requirements.
• Independent Distributor may provide services to other businesses, including non-competing businesses, so long as doing so does not misuse PSG Confidential Information, create a material conflict of interest, or misrepresent PSG.
• Independent Distributor is responsible for Independent Distributor's own equipment, phone, transportation, workspace, business expenses, registrations, licenses, insurance, and other costs unless PSG expressly approves a reimbursement in writing.
• Independent Distributor is not eligible for wages, overtime, paid leave, unemployment benefits, retirement benefits, health benefits, workers' compensation benefits from PSG, or other employee benefits, except where mandatory law provides otherwise.
• Independent Distributor is responsible for all federal, state, and local taxes arising from compensation paid under this Agreement. PSG may issue Form 1099-NEC or other required tax reporting forms.

Independent Distributor may not hire sub-agents or subcontractors to perform PSG services or represent PSG without prior written approval. Approved team members must contract directly with PSG unless PSG expressly authorizes another structure.

4. No Authority to Bind PSG

Independent Distributor is not authorized to sign contracts for PSG; bind PSG to pricing, refunds, credits, warranties, legal terms, product availability, delivery dates, pharmacy commitments, or clinical outcomes; incur obligations in PSG's name; collect money into a personal account; or make representations outside PSG-approved materials. Any exception must be approved in writing by an authorized PSG representative.

5. Provider-Only Sales and Clinic Verification

PSG is a provider-focused wholesale sourcing partner. Independent Distributor may market PSG only to licensed clinics, physicians, med spas with appropriate medical oversight, and other qualified healthcare provider organizations that meet PSG verification requirements.

• No direct-to-consumer sale or solicitation of prescription products.
• No bypassing clinic credentialing, NPI/license verification, prescription requirements, pharmacy policies, or applicable state/federal rules.
• No "research use only" positioning for products intended for clinical use.
• No promise that a specific product will remain available. Product availability, formulations, pricing, pharmacy coverage, and legal status may change.

6. Medical, Regulatory, and Marketing Guardrails

Independent Distributor is a commercial representative, not a prescriber or medical advisor. Independent Distributor shall not diagnose, prescribe, select therapy for a patient, recommend patient-specific dosing, interpret patient-specific laboratory results, or instruct a patient how to use a prescription product.

Independent Distributor must use accurate, provider-focused, PSG-approved language and shall not make false, misleading, unsubstantiated, or unauthorized health or product claims. Without documented support and PSG approval, Independent Distributor shall not state or imply that:

• a compounded drug is FDA-approved;
• a product cures, reverses, heals, or guarantees treatment of any disease or condition;
• results, weight loss, recovery, anti-aging, longevity, safety, purity, sterility, potency, or outcomes are guaranteed;
• a pharmacy or product is "the best," "risk-free," or "highest purity" absent specific substantiation approved for use.

Independent Distributor must comply with applicable advertising, telemarketing, email, text-message, privacy, anti-spam, professional-licensing, healthcare, and consumer-protection laws. Independent Distributor may not use purchased patient lists, protected health information, or other sensitive data for prospecting.

7. Healthcare Program and Anti-Kickback Safeguards

Independent Distributor compensation is intended to reward legitimate business development and sales support to qualified provider organizations, not patient referrals, prescribing decisions, or the generation of federally reimbursed healthcare business.

Unless PSG provides specific written approval after appropriate legal review, Independent Distributor shall not solicit, structure, or receive commission on business for which payment may be made, in whole or in part, by Medicare, Medicaid, TRICARE, or another federal or state healthcare program. Independent Distributor shall not offer or provide anything of value to a clinician, clinic employee, patient, referral source, or other person in exchange for a prescription, patient referral, product selection, or federally reimbursable order.

Any suspected kickback, inducement, referral-fee, or reimbursement concern must be escalated to PSG before the activity continues.

8. Account Registration, Assignment, and Ownership

Independent Distributor should register prospective clinic opportunities through PSG's designated CRM, application process, or other approved system. PSG will determine account assignment in its reasonable discretion based on documented origination, existing relationships, activity, geography, house-account status, channel conflicts, and other legitimate business factors.

• A lead is not owned merely because an Independent Distributor knows the clinic or enters its name first.
• House accounts, inbound leads, pharmacy-originated accounts, strategic accounts, and preexisting PSG relationships may be excluded from commission unless assigned in writing.
• When multiple independent distributors materially contribute to an account, PSG may approve a written commission split before payment.
• Account assignment and commission rights do not create a lifetime or vested ownership interest in a clinic.
• Independent Distributor must keep account notes and material sales activity reasonably current in PSG's approved system.

9. Pricing, Discounts, and Deal Strategy

Independent Distributor may use PSG-approved pricing, promotions, volume incentives, introductory offers, bundles, and discount strategies to win and retain clinic business. Independent Distributor is encouraged to sell on value, service, quality-first sourcing, and long-term clinic support rather than unnecessary discounting.

Standard promotions and discount ranges communicated by PSG may be offered without separate approval. Any non-standard discount, below-floor pricing, unusual rebate, free product, special payment term, custom credit, or other exception requires prior written approval from PSG.

All discounts, credits, returns, refunds, chargebacks, rebates, shipping concessions, and other approved reductions affect the economics of the order and may reduce Commissionable Gross Profit and the resulting commission.

Independent Distributor may not offer discounts, gifts, rebates, or anything of value to influence a clinical decision, prescription, patient referral, or federally reimbursed business.

10. Compensation and Commissionable Gross Profit

Independent Distributor will be eligible for commissions only on qualifying business attributed to Independent Distributor under PSG's records and compensation rules. Unless a separate written schedule states otherwise, compensation is calculated from "Commissionable Gross Profit" ("CGP"), not from gross clinic invoice revenue.

CGP generally means cash actually collected by PSG from an eligible clinic order, less direct product/pharmacy cost and any applicable direct transaction costs, discounts, credits, refunds, returns, chargebacks, shipping concessions, taxes collected for remittance, and other order-specific deductions designated in PSG's then-current compensation policy.

Commissions are not earned until the applicable clinic payment is collected and the order is accepted and not subject to cancellation, refund, chargeback, or material dispute. PSG may reconcile or offset later adjustments against future commissions.

11. Standard Independent Distributor Commission Tiers

The initial standard independent distributor schedule is shown below. PSG may revise future compensation prospectively upon written notice; changes will not retroactively reduce commissions already earned under this Agreement.

Unless PSG states otherwise in writing, the applicable tier is determined monthly and applies to eligible CGP attributable to Independent Distributor for that month. PSG may establish product exclusions, special-account rates, temporary incentives, or other written compensation arrangements for specific business.

12. Team Lead / Sales Manager Program

An Independent Distributor does not become a Team Lead or Sales Manager merely by introducing other independent distributors. Leadership status must be expressly approved by PSG in writing. PSG will contract directly with each independent distributor and may assign, reassign, add, or remove team members based on business needs and performance.

An approved Team Lead or Sales Manager may earn a one-level Sales Leadership Commission on eligible production from independent distributors directly assigned to that leader. Leadership compensation rewards active coaching, pipeline support, onboarding assistance, accountability, training, and team sales performance. It is not a recruiting fee.

• No payment is made merely for recruiting, sponsoring, enrolling, or adding an independent distributor.
• No independent distributor is required to recruit others to qualify for personal sales commissions.
• No independent distributor pays a fee or makes a product purchase to obtain the right to earn leadership compensation.
• No second-level, third-level, or multi-level/downline commission is created by this Agreement.
• A team member may not create a compensated sub-team without a new written structure approved by PSG.

13. Leadership Commission Schedule

Leadership compensation applies only to sales generated by independent distributors directly assigned to the approved leader and only while the leader remains in good standing and actively performs leadership responsibilities. PSG may require reasonable minimum personal production, team activity, training participation, CRM discipline, and compliance performance as conditions of maintaining leadership status.

14. Payment Timing, Statements, and Adjustments

• Commissions are generally calculated monthly after PSG closes the applicable accounting period and verifies collections, refunds, credits, and account attribution.
• PSG will use commercially reasonable efforts to pay earned commissions within 30 days after the end of the applicable month, subject to reconciliation and complete payment information from Independent Distributor.
• Independent Distributor must notify PSG of a good-faith commission dispute within 30 days after receiving the relevant statement or payment detail. The parties will attempt to resolve the discrepancy from PSG's books and records.
• No commission is payable on fraudulent transactions, personal purchases used to manufacture volume, unauthorized accounts, uncollected invoices, refunded orders, chargebacks, or excluded business.
• PSG may offset documented overpayments, chargebacks, refunds, or other commission adjustments against future amounts owed.

15. Reorders and Post-Termination Commissions

While this Agreement remains active and the clinic remains assigned to Independent Distributor, eligible reorders from Independent Distributor's assigned accounts may continue to generate commission under the then-current compensation plan. This recurring opportunity is conditioned on active account support, compliance, and good standing.

There are no lifetime, perpetual, vested, or inheritable commission rights. After termination, Independent Distributor is entitled only to commissions that were fully earned on eligible, collected orders accepted before the effective termination date, unless a separate written agreement expressly provides otherwise. Orders, reorders, renewals, or purchases occurring after termination are not commissionable to the former Independent Distributor.

16. Expenses and Business Practices

Independent Distributor bears Independent Distributor's own ordinary business expenses unless PSG approves a specific expense in writing before it is incurred. Independent Distributor shall maintain professional business practices and may not submit false expenses, fabricate clinic activity, manipulate orders, create sham accounts, split orders to alter commission tiers, or engage in any conduct intended to artificially inflate compensation.

17. Confidential Information

"Confidential Information" includes non-public pricing, pharmacy terms, product costs, compensation formulas, account lists, lead data, clinic purchasing history, sourcing relationships, partner contacts, operations, financial information, sales strategy, training materials, software access, credentials, and other non-public PSG information.

Independent Distributor shall use Confidential Information only to perform authorized PSG services; shall not disclose, sell, publish, screenshot, post, or distribute it except as authorized; and shall use reasonable safeguards to protect it. Independent Distributor may not publicly post provider pricing or pharmacy-sensitive information without written approval.

These obligations do not apply to information Independent Distributor can document was lawfully public without breach, already known without confidentiality duty, independently developed without PSG information, or lawfully received from a third party. Legally compelled disclosure is permitted if Independent Distributor provides prompt notice when legally allowed.

18. Data Privacy and Protected Health Information

Independent Distributor should not request, collect, store, or transmit patient protected health information (PHI) in the ordinary course of PSG sales activity. If Independent Distributor inadvertently receives PHI or other highly sensitive patient information, Independent Distributor must stop using it, protect it, and promptly notify PSG for instructions. Independent Distributor may not place patient information in personal email, personal cloud storage, unapproved CRM systems, or personal messaging archives.

Nothing in this Agreement authorizes Independent Distributor to act as a HIPAA business associate on PSG's behalf unless the parties execute any legally required documentation separately.

19. Intellectual Property, Brand, and Materials

PSG owns its trademarks, logos, sales materials, training materials, forms, website content, product descriptions, presentations, processes, and other proprietary materials. PSG grants Independent Distributor a limited, revocable, non-exclusive, non-transferable right to use approved PSG materials solely to perform services during the term.

Independent Distributor may not register domains, social accounts, business names, paid-search terms, or advertising accounts that imply ownership of PSG or a pharmacy partner; alter logos; create unauthorized medical claims; or issue press releases or public statements on PSG's behalf without written approval.

Work product specifically commissioned and paid for by PSG for PSG use will belong to PSG to the extent permitted by law, excluding Independent Distributor's pre-existing tools and general know-how.

20. Pharmacy and Business Relationship Protection

Independent Distributor may learn non-public information regarding PSG's pharmacy partners, suppliers, pricing sources, and commercial relationships. Independent Distributor shall not use PSG Confidential Information to bypass or circumvent PSG and establish a competing direct arrangement with a partner or account introduced through PSG. Any post-termination restriction will apply only to the extent permitted by applicable law and only to protect legitimate confidential information and business relationships, not to prevent lawful competition generally.

21. Conduct, Conflicts, and Prohibited Activity

Independent Distributor shall act professionally and ethically. Independent Distributor may not:

• misrepresent Independent Distributor's authority, credentials, clinical qualifications, or relationship with PSG or a pharmacy;
• make side agreements, accept undisclosed compensation, or receive payments from clinics or pharmacy partners connected to PSG business without written approval;
• bribe, kick back, harass, discriminate, falsify records, manipulate account ownership, or engage in illegal or deceptive conduct;
• use PSG data or clinic information to sell unrelated products without permission;
• interfere with another independent distributor's assigned account or knowingly solicit an account after PSG has resolved an ownership dispute;
• represent a direct competitor in a way that creates a material conflict involving the same account, confidential pricing, or pharmacy relationships without disclosure and PSG approval.

22. Compliance Investigations and Cooperation

PSG may review potential compliance, pricing, account-attribution, marketing, data-security, or compensation concerns. Independent Distributor agrees to preserve relevant business records and reasonably cooperate with a good-faith review. PSG may temporarily hold disputed commissions while investigating a transaction reasonably suspected of fraud, chargeback risk, account manipulation, regulatory concern, or material breach.

23. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate the relationship without cause on 14 days' written notice. PSG may terminate immediately for material breach, fraud, unsafe or unlawful conduct, unauthorized medical claims, misuse of PHI or Confidential Information, kickback/referral concerns, misrepresentation, theft, diversion of funds, intentional account manipulation, or conduct reasonably likely to cause material regulatory or reputational harm.

On termination, Independent Distributor must stop representing PSG, stop using PSG systems and materials, return or destroy Confidential Information as requested, and cooperate in a reasonable transition of assigned clinic relationships. Sections that by their nature should survive termination, including confidentiality, payment reconciliation, intellectual property, relationship protection, indemnification, dispute provisions, and accrued obligations, will survive.

24. Representations and Warranties

Independent Distributor represents that Independent Distributor is legally able to enter this Agreement; will maintain any business registrations, licenses, and insurance required for Independent Distributor's activities; is not subject to a conflicting obligation that prevents performance; will not knowingly infringe third-party rights; and will comply with applicable laws and this Agreement.

Independent Distributor is not authorized to practice medicine, pharmacy, law, or another licensed profession merely by becoming a PSG independent distributor. If Independent Distributor separately holds a professional license, Independent Distributor remains solely responsible for professional obligations arising from Independent Distributor's independent licensed practice.

25. Responsibility for Acts; Indemnification

Each party is responsible for its own acts and omissions. To the extent permitted by law, Independent Distributor will defend, indemnify, and hold harmless PSG and its affiliates, owners, officers, and agents from third-party claims, losses, penalties, or reasonable costs arising from Independent Distributor's material breach of this Agreement, willful misconduct, unauthorized representations, violation of law, misuse of data, or activities outside Independent Distributor's authorized scope. PSG will remain responsible for its own material breach, gross negligence, or willful misconduct to the extent required by law.

26. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for special, incidental, punitive, exemplary, or consequential damages arising from this Agreement, except to the extent such limitation is prohibited by law or the damages arise from fraud, willful misconduct, confidentiality/data misuse, indemnification obligations, or infringement/misappropriation. Any monetary limitation should be reviewed by PSG counsel before deployment in each applicable jurisdiction.

27. Notices

Business notices may be delivered by email to the addresses maintained in PSG's records. Notices of termination, legal claims, or material breach should be sent to PSG's designated legal/administrative email and to Independent Distributor's most recent email address on file. A notice is effective when transmitted unless the sender receives a delivery-failure notice.

28. Governing Law and Venue

Unless mandatory law requires otherwise, this Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law principles. Before filing a lawsuit, the parties will attempt in good faith for at least 15 days to resolve the dispute informally. Subject to mandatory law, any action arising from this Agreement will be brought in the state or federal courts located in Maricopa County, Arizona, and the parties consent to personal jurisdiction there.

29. General Terms

• Entire Agreement. This Agreement and its incorporated exhibits replace prior oral or written understandings concerning Independent Distributor's PSG sales role, except for any separate written agreement expressly stated to survive.
• Amendments. PSG may update policies, catalog terms, pricing procedures, compliance rules, and future compensation prospectively upon notice. Material changes to core contractual rights should be accepted in writing or electronically where required by law.
• Assignment. Independent Distributor may not assign this Agreement or commission rights without PSG's written consent. PSG may assign this Agreement in connection with a merger, sale, restructuring, or transfer of the applicable business.
• Severability. If a provision is unenforceable, it will be narrowed or severed to the minimum extent necessary, and the remaining provisions will continue in effect.
• No Waiver. Failure to enforce a provision on one occasion does not waive later enforcement.
• Electronic Signatures. Electronic signatures and electronic acceptance have the same intended effect as originals to the extent permitted by law.
• Counterparts. This Agreement may be signed in counterparts, each of which is deemed an original and all of which form one agreement.

30. Independent Distributor Acknowledgements

By accepting this Agreement, Independent Distributor specifically acknowledges that:

• Independent Distributor is entering an independent business relationship and is responsible for Independent Distributor's own taxes and ordinary business expenses.
• Compensation is earned through eligible clinic sales and, if formally appointed as a leader, performance of real one-level sales leadership services — not through recruiting people.
• Independent Distributor may not provide patient-specific medical advice or make unsupported medical claims.
• Compounded drugs are not FDA-approved merely because they are compounded by a licensed pharmacy.
• Independent Distributor will not bypass clinic verification, prescription requirements, pharmacy rules, or applicable healthcare laws.
• There are no guaranteed earnings and no guaranteed sales volume.
• Recurring commissions exist only while the Agreement is active, the account remains assigned, and the applicable order remains eligible under PSG's compensation rules.

Exhibit A — Compensation Summary

This Exhibit summarizes the initial standard compensation structure. If PSG issues a later written compensation schedule, the later schedule will control prospectively from its stated effective date. Commission calculations remain subject to the Agreement, eligible account attribution, collections, exclusions, refunds, chargebacks, and approved discounts.

A. Personal Sales Commission

B. Approved Sales Leadership Commission

C. Key Compensation Rules

• Leadership status requires written PSG approval and direct team assignment.
• No recruiting fee, enrollment fee, headcount bonus, or multi-level commission.
• Approved discounts may be used as a sales strategy; discounts reduce order economics and may reduce CGP and commissions.
• Commissions are based on collected, eligible business, not quoted orders or unpaid invoices.
• Refunds, chargebacks, returns, credits, and order corrections may be reconciled against commissions.
• No commissions on excluded federal/state healthcare program business unless PSG approves the arrangement in writing following legal review.
• No lifetime residual rights; recurring commissions require an active Agreement, active account assignment, and eligible orders.

D. No Earnings Guarantee

Any compensation examples, forecasts, presentation illustrations, or hypothetical earnings discussions are examples only. Actual earnings depend on clinic acquisition, purchasing behavior, product mix, discounts, collections, account retention, direct costs, compliance, and other factors. PSG does not guarantee any earnings level.

Exhibit B — Independent Business Status Acknowledgement

This acknowledgement is intended to document the parties' independent-business expectations. It does not override the actual facts of the relationship or any mandatory federal or state worker-classification law.

• Independent Distributor operates an independent business and is providing services to PSG as an independent contractor, not as an employee.
• Independent Distributor is responsible for all tax liability associated with compensation received and PSG will not withhold payroll taxes except where required by law.
• Independent Distributor is responsible for registrations, licenses, insurance, tools, equipment, and ordinary expenses required for Independent Distributor's business activities.
• Independent Distributor may perform services for other businesses, subject to confidentiality, conflict, and lawful relationship-protection obligations.
• Independent Distributor may accept or decline sales opportunities and generally determines Independent Distributor's days, hours, locations, and methods of work.
• Independent Distributor is paid based on eligible business results and commission rules, not a guaranteed salary or hourly wage.
• Independent Distributor is not entitled to workers' compensation benefits from PSG solely by virtue of this Agreement, except where mandatory law provides otherwise.

For Arizona-based relationships, the parties intend this acknowledgement to be interpreted consistently with applicable Arizona independent-contractor statutes, including A.R.S. §§ 23-902 and 23-1601, to the extent applicable. PSG and Independent Distributor must also operate in a manner consistent with the agreement for any statutory presumption to apply.

PSG does not provide medical, legal, or regulatory advice. This agreement should be reviewed by PSG's legal counsel before implementation, especially for healthcare compensation, worker classification, state-specific restrictions, and enforceability.