conversations.from: human
conversations.value: Complete the next paragraph of this contract: Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
  3. The Distributor accepts the appointment and shall use its commercially reasonable efforts to promote, market and sell the Products within the Territory, devote such time and attention as may be reasonably necessary and abide by the Principal's policies. 4. The Principal shall maintain the right to contact and market its products to potential customers in the Territory; but agrees to pass on all sales leads and orders to the Distributor. 5. The parties agree that the list of Products and/or prices may be amended from time to time. The Principal may unilaterally remove Products from the catalog or change prices. Additions to the Products shall be by mutual agreement. However, in the event the Distributor rejects a new product addition to the product list, the Principal shall then retain the right to market and distribute the new product that is rejected by the Distributor. 6. Unless accepted by the Principal, the Distributor agrees that during the term of this Agreement, the Distributor, either directly or indirectly, shall handle no products that are competitive with the Products within the Territory. 7. The Distributor shall obtain at its own expense, all necessary licenses and permits to allow the Distributor to conduct business as contemplated herein. The Distributor represents and warrants that the Distributor shall conduct business in strict conformity with all local, state and federal laws, rules and regulations. 8. The Principal agrees that the Distributor may employ or engage representatives or sub-distributors in furtherance of this Agreement and the Distributor agrees that the Distributor shall be solely responsible for the payment of wages or commissions to those representatives and sub-distributors, and that under no circumstances shall Distributor's representatives be deemed employees of Principal for any purpose whatsoever. 9. Principal will grant Distributor a discount based on the Products and Prices. The proposed discount is expected to be ¨%. Discount may vary depending on product volume ordered or promotions. 10. This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause. 11. In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory. Payment to be made upon shipment.
  Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
  12. In the event of termination, neither party, their heirs nor successors shall issue any challenge whatsoever to contest the termination. 13. The Distributor is an independent contractor and nothing contained in this agreement shall be deemed or interpreted to constitute the Distributor as a partner or employee of the Principal, nor shall either party have any authority to bind the other in any respect, it being understood and agreed that all orders submitted by the Distributor are subject to acceptance by Principal in its sole discretion. 14. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this Agreement. This Agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties. 15. This Agreement shall not be assigned by the Distributor without the prior written consent of the Principal. 16. Official communication from Distributor or the Principal shall be in written form or by email, acknowledged by the recipient. 17. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws. 18. Each of Principal and Distributor represents that it has the right to enter into this Agreement and that this Agreement does not violate any agreement to which it is a party. Principal represents that it owns or has rights to the intellectual property embodied in the Products. Intending to be legally bound, the parties hereto have caused this Agreement to be executed as of the date first above written. BY /s/ Cameron Gundry BY /s/ Justin Anderson Cameron Gundry, Dir. of Commercialization Justin Anderson, CEO Co-Diagnostics, Inc. PreCheck Health Services, Inc. (Principal) (Distributor)
  Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
conversations.from: assistant
conversations.value: .EXHIBIT A LIST OF PRODUCTS
  Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
  Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
  Source: PRECHECK HEALTH SERVICES, INC., 8-K, 3/20/2020
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: DISTRIBUTOR AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Distributor
  * Co-Diagnostics, Inc.
  * PreCheck Health Services, Inc.
  * Principal
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 19t h day of March, 2020
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: Yes. Unless accepted by the Principal, the Distributor agrees that during the term of this Agreement, the Distributor, either directly or indirectly, shall handle no products that are competitive with the Products within the Territory.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. This Agreement shall not be assigned by the Distributor without the prior written consent of the Principal.
conversations.from: human
conversations.value: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: Yes. In the event of termination, neither party, their heirs nor successors shall issue any challenge whatsoever to contest the termination.