--000000000000e78d7c06485b22f6 Content-Type: multipart/alternative; boundary="000000000000e78d7706485b22f4" --000000000000e78d7706485b22f4 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable 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 addition= al markets - Pre-Care: (1) Lifeguard =E2=80=9Cprecare=E2=80=9D offering integrated = into TheKey Salesforce nurturing campaigns, (2) Lifeguard pays TheKey $250 for each new =E2=80=9Cprecare=E2=80=9D client, (3) The Key Pays Lifeguard $250 f= or 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 attention: 1. *Section 9.1.1 Fees and Payment Terms *- The proposal is for Lifeguard to charge TheKey $1,000/month for each agreed upon location, w= ith a minimum commitment of 10 units per location. The preliminary discussio= n 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 added = to the Agreement. 2. *Section 9.1.2 Additional Lifeguard Services *- LifeGuard is proposing "LifeGuard Pre-Care or CareSight" services and states these wi= ll be outlined in an addendum so we need to see a draft of those addendums. 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 products o= r 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 additional 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 --=20 Nina Kani Chief Legal & Compliance Officer * Please note my email has changed: * nkani@thekey.com 650-416-1496 TheKey.com [image: TheKey] --000000000000e78d7706485b22f4 Content-Type: text/html; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Chris/Tim: Below is a s= ummary of the updated LifeGuard Agreement. Tim proposed the key below terms= :=C2=A0 3 Year term with cancellation for c= onvenience=C2=A0w90 days notice $1000/ month =E2=80=93 10 ho= me minimum per office with top 25 additional markets=C2=A0 =C2=A0 P