--Apple-Mail-D0EA4C0A-817E-45F1-B6AE-54D7E5E72EA0 Content-Type: text/html; charset=utf-8 Content-Transfer-Encoding: quoted-printable Tim= , let me know if you=E2=80=99d like to discuss or feel free to share with th= em if you are ok with the changes as well. On Jan 19, 2026, at 12:45=E2=80=AFPM, Chris Gerard &= lt;chris.gerard@thekey.com> wrote: =EF=BB=BF I'm= good with Nina's redline. On Mon, Jan 19= , 2026 at 2:11=E2=80=AFPM Timothy Thomas < tt@thekey.com > wrote: 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 < tt@thekey.com > wrote: Thanks Nina, Chris l= et me know if you would like to meet and review before sharing it with LifeG= uard. On Wed, Jan 14, 2026 at 9:55=E2=80=AFAM Nina Kani < nkani@thekey.com > wrote: 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 n= otice $1000/ month =E2=80=93 10 home minimum per office with t= op 25 additional markets Pre-Care: (1) Lifeguard =E2=80=9Cprecare=E2=80=9D offering integrate= d into TheKey Salesforce nurturing campaigns, (2) Lifeguard pays TheKey $250= for each new =E2=80=9Cprecare=E2=80=9D client, (3) The Key Pays Lifeg= uard $250 for each new Home Care client referred by LifeGuard. Attached is the redline of LifeGuard's proposed master commerci= al agreement. Below are some key business issues to bring to your attention:= Sec= tion 9.1.1 Fees and Payment Terms - The proposal is for Lifeguard to= charge TheKey $1,000/month for each agreed upon location, with a minimum co= mmitment of 10 units per location. The preliminary discussion was 25 locatio= ns ($25,000) so the price is significant. The Parties need to discuss a fram= ework for a location roll-out plan, which should be added to the Agreement. Section 9.1.2 Additional Lifeguard S= ervices - LifeGuard is proposing "LifeGuard Pre-Care or CareSight" s= ervices and states these will be outlined in an addendum so we need to see a= draft of those addendums. Section 9= .2 Price Increases - In discussion with Tim, we're pushing back on L= ifeGuard's request to increase fees a maximum of 5% per year. Section 11.2 Lifeguard/TheKey data - Reques= ting that TheKey jointly own all client data and prohibiting LifeGuard from u= sing the data to develop competing products or use it in any manner to devel= op products or provide services to TheKey competitors. Section 11.6 Additional Lifeguard Products - Req= uesting that if TheKey or LifeGuard proposes a project to enhance or create a= dditional Lifeguard modules for TheKey that TheKey own this IP. Section 13.1 Exclusivity - Reques= ting that LifeGuard exclu