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MUTUAL NON-DISCLOSURE & COMPLIANCE AGREEMENT

This agreement (the “Agreement”) is made as of the date of registration submission by and between Longevity Lab Health, LLC (“Longevity Lab”) and the registering practice/entity (the “Partner Practice”). Each may be referred to as a “Party” and together as the “Parties.”

1. Definition of Confidential Information.
“Confidential Information” means all information and materials of a confidential, secret, or proprietary nature revealed by, through, or on behalf of a Party to the other Party, whether in writing, orally, visually, or by another means, including without limitation technology, products, product candidates, research and development activities or results, trade secrets, designs, manufacturing or other processes or methods, know-how, inventions or other intellectual property, the existence or content of licenses, negotiations or agreements with third parties, facilities or marketing, financial or other business information, whether or not identified or marked as confidential.

Confidential Information also includes information obtained from collaborators, customers, suppliers, vendors and other third parties who have entrusted confidential information to a Party; the fact that information has been provided pursuant to this Agreement; and that discussions and meetings have taken place between the Parties.

Confidential Information also includes any Protected Health Information (PHI) as defined under HIPAA, including but not limited to patient records, medical history, genetic data, and any other health-related information processed by or on behalf of a Party, as well as data subject to obligations under Business Associate Agreements (BAAs), data privacy laws (including SOC 2, CCPA, and GDPR), and third-party contractual confidentiality requirements.

2. Confidentiality.
The Recipient shall protect and preserve the Confidential Information as confidential, using no less care than that with which it protects and preserves its own highly confidential and proprietary information, and in no event less than a reasonable degree of care. The Recipient shall not use the Confidential Information for any purpose except to evaluate and/or conduct a possible and/or actual business relationship with the Disclosing Party.

The Recipient may disclose Confidential Information only to affiliates, officers, directors, members, managers, partners, employees, agents, or other authorized representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Recipient remains responsible for violations by such representatives.

3. Security Safeguards.
The Recipient shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, use, disclosure, or loss, consistent with industry best practices and applicable legal and regulatory requirements, including HIPAA and SOC 2.

Access shall be limited to individuals with a legitimate need to know. The Recipient shall take appropriate measures to prevent unauthorized storage, transmission, or processing of Confidential Information, including PHI, on personal devices, unsecured networks, or unauthorized cloud storage services. If subcontractors, service providers, or affiliates are engaged, the Recipient shall ensure they adhere to the same or greater level of security and confidentiality.

4. Breach Notification Obligations.
In the event the Recipient becomes aware of or reasonably suspects any unauthorized access, use, disclosure, loss, or compromise of Confidential Information, including but not limited to a breach of PHI under HIPAA, the Recipient shall notify the Disclosing Party in writing within ten (10) days of discovery. Such notice shall include the nature of the breach, the categories of information involved, mitigation measures taken, and corrective actions implemented.

5. Return or Destruction of Confidential Information.
Upon request, termination of this Agreement, or completion of the applicable purpose, the Recipient shall promptly return or, at the Disclosing Party’s direction, securely destroy all materials containing Confidential Information, including copies, summaries, derivative materials, and backups. If the information includes PHI, trade secrets, or other sensitive data, destruction shall comply with HIPAA, SOC 2, and industry-standard disposal practices.

6. Prohibition on Unauthorized PHI Storage or Transmission.
The Recipient shall not store, process, or transmit PHI or other Confidential Information on personal devices, external storage devices, unencrypted email, or cloud-based storage solutions not explicitly approved by the Disclosing Party.

7. Ownership; No License.
As between the Parties, Confidential Information and all related intellectual property rights remain the sole and exclusive property of the Disclosing Party. Nothing herein grants any license or rights except the limited right to use Confidential Information for the permitted purpose.

8. Exclusions.
Confidential Information does not include information that: (a) is or becomes publicly available other than through breach; (b) was known by the Recipient prior to disclosure without confidentiality obligation; (c) was independently developed without use of the Confidential Information; or (d) becomes available on a non-confidential basis from a source not bound by confidentiality restrictions.

9. Compelled Disclosure.
If the Recipient becomes legally compelled to disclose Confidential Information, the Recipient shall, to the extent legally permitted, provide prompt prior written notice so the Disclosing Party may seek protective relief. If such relief is not obtained, the Recipient shall disclose only that portion legally required and use best efforts to ensure confidential treatment.

10. No Obligation.
Nothing in this Agreement obligates either Party to proceed with any business relationship, and each Party may terminate discussions at any time.

11. Specific Performance / Injunctive Relief / Indemnity.
The Recipient acknowledges that breach may cause substantial injury for which money damages may be insufficient and that the Disclosing Party shall be entitled to injunctive relief and specific enforcement. The Recipient shall be responsible for fines, penalties, damages, legal costs, and indemnification obligations arising from unauthorized disclosure, use, or breach of Confidential Information, including PHI.

12. No Warranties.
Confidential Information is provided “as is,” and the Disclosing Party disclaims warranties, express or implied.

13. Term and Survival.
This Agreement terminates upon thirty (30) days written notice by either Party or upon expiration/termination of a superseding agreement related to the purpose. Confidentiality obligations survive for five (5) years after termination, except trade secrets, PHI, and proprietary intellectual property, which survive as long as required by law or while such information remains protected.

14. Governing Law; Venue.
This Agreement is governed by the laws of the State of Delaware, and disputes may be brought in state or federal courts located in Delaware.

15. Entire Agreement; Assignment; Modification; Waiver.
This Agreement constitutes the entire agreement with respect to its subject matter and may be modified only in writing signed by authorized representatives of both Parties. Neither Party may assign without prior written consent of the other.

16. Periodic Review and Compliance Updates.
The Disclosing Party may update this Agreement to reflect changes in HIPAA, SOC 2, CCPA, GDPR, or other applicable data protection regulations, provided notice of material changes is given.

17. Severability.
If any provision is illegal, invalid, or unenforceable, the remainder shall remain in effect and be interpreted to give lawful effect to the Parties’ intent.

18. Counterparts / Electronic Signature.
This Agreement may be executed electronically and in counterparts, each of which is deemed an original.

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Longevity Lab Health, LLC
By: Susan M. Clark
Title: CEO
Status: Standard company signature on file

Partner Practice
Name: Completed by registrant below
Title: Completed by registrant below

GENETIC TESTING PARTNER AGREEMENT

This Genetic Testing Partner Agreement (“Agreement”) is entered into as of the date of registration submission between Longevity Lab Health, LLC (“Longevity Lab”) and the registering practice/entity (the “Partner Practice”).

1. Purpose.
Longevity Lab provides human performance-focused genetic sequencing and reporting panels. Partner Practice desires to offer these genetic testing services as an optional service to its patients/clients.

2. Services.
Longevity Lab will provide access to genetic test kits, sequencing, report panels, dashboards, and onboarding support. Partner Practice agrees to obtain proper informed consent, maintain HIPAA compliance, and remain responsible for all clinical decisions.

3. Volume Expectations.
Suggested monthly volume is 3–5 test kits per month with flexibility for higher volume. If Partner Practice exceeds 15 test kits per month for three (3) consecutive months, Longevity Lab may recommend transition to dedicated or private server infrastructure under a separate licensing agreement.

4. Pricing.
Pricing is outlined in Exhibit A and reflects At-Cost, B2B, and Suggested B2C Retail pricing. Volume-based adjustments may apply. Longevity Lab reserves the right to update pricing with thirty (30) days written notice.

5. Panel Offerings & Customization.
Partner Practice may add available panels at any time. Longevity Lab welcomes suggestions for additional genes or custom panel development, subject to scientific review and potential development fees. Practices will be notified as new panels are added. All panel structures, algorithms, gene selections, and reporting frameworks remain the intellectual property of Longevity Lab Health.

6. Data & Intellectual Property.
Patients retain ownership of their genetic data. Partner Practice retains access to its patient reports. Longevity Lab retains ownership of all proprietary software, algorithms, reporting systems, and infrastructure. Reverse engineering or replication is prohibited.

7. Payment Terms.
Payment for kits is due prior to shipment unless otherwise agreed. Late payment may result in suspension of services.

8. Term & Termination.
This Agreement remains in effect for twelve (12) months and automatically renews unless terminated with thirty (30) days written notice. Longevity Lab may terminate immediately for breach of data security, misuse of intellectual property, or unethical representation.

9. Limitation of Liability.
Genetic reports are provided for educational and clinical support purposes only. Clinical decision-making remains solely the responsibility of Partner Practice.

10. Governing Law.
This Agreement shall be governed by the laws of the State of Virginia.

Exhibit A – Pricing & Panel Structure.
The pricing exhibit referenced in the original agreement remains part of this Agreement. For launch purposes, current pricing and panel structure are provided separately by Longevity Lab Health and may be updated on notice as stated above.

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Longevity Lab Health, LLC
By: Susan M. Clark
Title: CEO
Status: Standard company signature on file

Partner Practice
By: Completed by registrant below
Name: Completed by registrant below
Title: Completed by registrant below
Practice Name: Completed from registration fields below