NEW WAVE PROVIDER AGREEMENT
This New Wave Provider Agreement (the "Agreement") is entered into by and between {{PRACTITIONER}}, with its principal place of business located at {{ADDRESS_LINE_1}}, {{ADDRESS_CITY}}, {{ADDRESS_STATE}} {{ADDRESS_ZIPCODE}}, {{ADDRESS_COUNTRY}} ("Provider"), and New Wave, a division of WVMF Holdings, LLC, with its principal place of business at 17434 Spirit Ln SE, Yelm, Washington, 98597, United States of America ("New Wave").
Effective Date: {{EFFECTIVE_DATE}}
1. Summary (Non‑Binding)
This Agreement grants Provider the right to offer the New Wave Weight Loss Program as described herein. Provider will receive {{SALES_KITS}} New Wave Weight Loss Kits and program access under the commercial terms applicable to Provider as set forth in this Agreement or in a separate arrangement, subject to Provider's ongoing obligations (including training, app usage, pricing rules, and minimum purchase requirements).
2. Enrollment; Term
2.1 Licensing Fee; Included Kits
The Licensing Fee for this Agreement is {{SALES_AMOUNT}} ("Licensing Fee"). This Licensing Fee is valid only if Provider completes payment by {{SALES_EXPIRY}}, after which time the Licensing Fee will revert to the regular price of twenty thousand dollars (US $20,000). If Provider does not complete payment by {{SALES_EXPIRY}}, this offer expires and Provider must contact New Wave to discuss alternative enrollment terms.
Upon payment, Provider will receive {{SALES_KITS}} New Wave Weight Loss Kits (the "Kits") and access to New Wave's training, client portal, and app, as further described in this Agreement and any attached addenda.
2.2 Term
The initial term of this Agreement is twenty‑four (24) months from the Effective Date ("Initial Term"), unless earlier terminated in accordance with this Agreement.
2.3 Renewal; Preferred Discount
At the end of the Initial Term, the Agreement may be renewed only upon mutual written agreement. If Provider is an active subscriber in good standing at the time of renewal, Provider will be offered renewal pricing at a Preferred Discount of no less than twenty percent (20%) off New Wave's then‑current standard pricing for similarly situated providers.
3. Pricing Restrictions and Sales Practices
3.1 Minimum Advertised Price (MAP)
The minimum advertised price (“MAP”) for Kits is $1,497. New Wave may establish and communicate from time to time a different MAP for Kits. Provider agrees it will not publicly advertise Kits below the then‑current MAP.
3.2 Sales Practices
Provider shall:
- Sell and administer the program in compliance with applicable laws and professional standards; and
- Use the New Wave app and/or portal as required for all program participants.
3.3 No Routine Dismantling of Kits
Provider agrees to sell Kits as a complete program package and not to routinely dismantle or repackage core proprietary elements, except as expressly authorized by New Wave in writing.
4. Training, Patient/Client Education, and App Usage
4.1 Provider Training
Provider agrees to complete New Wave's training requirements and follow the program materials and guidance provided by New Wave.
4.2 Patient/Client Education
Provider agrees to train and educate all patients/clients as outlined in New Wave's program guide(s) and within the New Wave portal/app.
4.3 App and Portal Usage (Mandatory)
All patients/clients who purchase a Kit through Provider must be registered and active in the New Wave app and/or portal, as directed by New Wave. Provider acknowledges this is a required component of the program and a key method for program delivery and verification.
5. Ongoing Minimum Purchase Requirement and Volume‑Based Pricing
5.1 Monthly Minimum Purchase; Start Date
Beginning sixty (60) days after the Effective Date, Provider agrees to maintain a standing monthly purchase of one (1) 6‑Kit bundle, consisting of six (6) New Wave Weight Loss Kits (the “Minimum Monthly Purchase”). The current Minimum Monthly Purchase amount is one thousand two hundred dollars (US $1,200) per month, based on the Volume‑Based Pricing described in Section 5.2.
5.2 Volume‑Based Pricing While Minimum Monthly Purchase Is Maintained
Providers who meet the Minimum Monthly Purchase obligation are eligible for New Wave’s volume‑based pricing. New Wave may modify the volume‑based pricing at any time, with or without notice to Provider. The current volume‑based pricing is:
- $200 per Kit for any 6‑Kit bundle (i.e., $1,200 per bundle). Providers may purchase any number of 6‑Kit bundles at this price.
- $250 per Kit for any individually purchased Kits outside of a 6‑Kit bundle.
5.3 Effect of Cancellation or Reduction
Provider may cancel or reduce the Minimum Monthly Purchase at any time in accordance with New Wave’s then‑current process. If Provider fails to purchase at least one (1) 6‑Kit bundle in any calendar month, Provider acknowledges and agrees that Provider will no longer be eligible for the volume‑based pricing described in Section 5.2 and will instead be subject to New Wave’s standard pricing, which New Wave may modify at any time. The current standard pricing is:
- $250 per Kit for any 6‑Kit bundle (i.e., $1,500 per bundle).
- $300 per Kit for any individually purchased Kits outside of a 6‑Kit bundle.
Cancellation or reduction of the Minimum Monthly Purchase does not terminate this Agreement and does not prevent Provider from continuing to purchase and offer New Wave Kits at standard pricing.
5.4 Non‑Payment
If any amount due in connection with the Minimum Monthly Purchase is not timely paid, New Wave may suspend shipments at the volume‑based pricing until payment is brought current and may, in its discretion, treat Provider as no longer maintaining the Minimum Monthly Purchase for purposes of pricing eligibility.
5.5 Reinstatement of Volume‑Based Pricing
Provider may regain eligibility for volume‑based pricing by resuming compliance with the Minimum Monthly Purchase in accordance with New Wave’s then‑current reinstatement process.
6. Replacement and Product Handling
Provider is responsible for establishing its own clinic replacement and refund policy with its patients/clients. New Wave is not responsible for Provider's clinic running out of products due to overuse, damage, or improper storage, and New Wave sells full Kits only except as specifically communicated by New Wave.
7. Confidentiality
Provider will maintain the confidentiality of New Wave's non‑public information (including formulas, program content, pricing, and business methods) and will use such information only to perform under this Agreement.
8. Intellectual Property; No Copying / No Reverse Engineering
All New Wave intellectual property remains New Wave's property. Provider will not recreate, copy, reverse engineer, or substantially imitate New Wave's Kits, formulas, or program using New Wave proprietary information.
9. Non‑Competition and Non‑Solicitation
During the term of this Agreement and for three (3) years thereafter, Provider will not use New Wave's confidential or proprietary information to create or sell a substantially similar competing program. Provider will not knowingly solicit New Wave employees or key contractors for two (2) years after termination.
10. Remedies
New Wave may seek injunctive relief for breaches of confidentiality/IP/restrictions. For material, proven breaches involving commercial exploitation of a substantially similar competing program using New Wave confidential information, New Wave may seek actual damages and reasonable liquidated damages as set forth below:
New Wave may elect liquidated damages equal to up to $25,000 or up to 25% of gross revenue earned from the competing program (whichever is greater), to the extent reasonably necessary and not as a penalty. A court may reduce this to the maximum reasonable amount.
11. Independent Relationship; No Franchise or Business Opportunity
11.1 No Franchise.
The parties expressly acknowledge and agree that this Agreement is not a franchise agreement and is not intended to create a “franchise” as defined under any federal, state, or local law. Provider is an independent medical practice or business entity and is solely responsible for the operation, management, and profitability of its own business.
11.2 Limited Rights.
Provider’s rights are limited to purchasing Kits, accessing the New Wave app/portal, and using New Wave’s trademarks solely to promote the program. This Agreement does not grant Provider the right to operate a business held out to the public as a New Wave-owned or franchised location.
11.3 No Business Control.
New Wave does not exercise significant control over Provider’s general business operations, including staffing, hours, or overall practice management. Any training or guidelines provided relate strictly to the clinical protocol and proper usage of the Kits and App.
11.4 No Business Opportunity.
This Agreement is not a “business opportunity” or “seller-assisted marketing plan.” New Wave does not guarantee any level of income or profit. Any financial success depends solely on Provider’s independent efforts.
12. Governing Law; Venue
Washington law governs. Exclusive venue is state courts in Thurston County, Washington.
13. Entire Agreement; Amendments
This Agreement and only the addenda actually attached constitute the entire agreement. Amendments must be in writing signed by both parties.
Attached Documents
The following documents are attached to and incorporated into this Agreement:
{{ADDENDA_LIST}}
