--000000000000c439f50648c3c68a Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable I'm good with Nina's redline. On Mon, Jan 19, 2026 at 2:11=E2=80=AFPM Timothy Thomas wrot= e: > Hi Chris, > > Any requested changes? or am I clear to share this with lifeguard? > > > On Thu, Jan 15, 2026 at 2:25=E2=80=AFPM Timothy Thomas wr= ote: > >> Thanks Nina, >> >> Chris let me know if you would like to meet and review before sharing it >> with LifeGuard. >> >> On Wed, Jan 14, 2026 at 9:55=E2=80=AFAM Nina Kani wro= te: >> >>> Chris/Tim: >>> >>> Below is a summary of the updated LifeGuard Agreement. Tim proposed the >>> key below terms: >>> >>> >>> - 3 Year term with cancellation for convenience w90 days notice >>> - $1000/ month =E2=80=93 10 home minimum per office with top 25 addi= tional >>> markets >>> - Pre-Care: (1) Lifeguard =E2=80=9Cprecare=E2=80=9D offering integra= ted into TheKey >>> Salesforce nurturing campaigns, (2) Lifeguard pays TheKey $250 for e= ach >>> new =E2=80=9Cprecare=E2=80=9D client, (3) The Key Pays Lifeguard $2= 50 for each new Home >>> Care client referred by LifeGuard. >>> >>> Attached is the redline of LifeGuard's proposed master commercial >>> agreement. Below are some key business issues to bring to your attentio= n: >>> >>> >>> 1. *Section 9.1.1 Fees and Payment Terms *- The proposal is for >>> Lifeguard to charge TheKey $1,000/month for each agreed upon locatio= n, with >>> a minimum commitment of 10 units per location. The preliminary discu= ssion >>> was 25 locations ($25,000) so the price is significant. The Parties = need to >>> discuss a framework for a location roll-out plan, which should be ad= ded to >>> the Agreement. >>> 2. *Section 9.1.2 Additional Lifeguard Services *- LifeGuard is >>> proposing "LifeGuard Pre-Care or CareSight" services and states thes= e will >>> be outlined in an addendum so we need to see a draft of those addend= ums. >>> 3. *Section 9.2 Price Increases *- In discussion with Tim, we're >>> pushing back on LifeGuard's request to increase fees a maximum of 5%= per >>> year. >>> 4. *Section 11.2 Lifeguard/TheKey data* - Requesting that TheKey >>> jointly own all client data and prohibiting LifeGuard from using the= data >>> to develop competing products or use it in any manner to develop pro= ducts >>> or provide services to TheKey competitors. >>> 5. *Section 11.6 Additional Lifeguard Products *- Requesting that if >>> TheKey or LifeGuard proposes a project to enhance or create addition= al >>> Lifeguard modules for TheKey that TheKey own this IP. >>> 6. *Section 13.1 Exclusivity *- Requesting that LifeGuard >>> exclusively work with TheKey in Canada/United States. This will be a >>> critical negotiation point. >>> 7. *Section 16.2 Termination *- Requesting a 90 day termination for >>> convenience provision. >>> >>> We are ready to share this with LifeGuard. Let me know if you want to >>> discuss any terms or have any comments/concerns. >>> >>> Nina >>> -- >>> Nin