Terms & Conditions & Master Service Agreement (MSA)

Overview & Structure

This Master Services Agreement (the “Agreement”) governs all current and future products, services, equipment sales, construction coordination, clinic build-outs, consulting, servicing, support, and related offerings provided by Wilk Solutions Corp. (“Wilk”) to the undersigned client (“Client”).

This Agreement establishes the overarching legal framework between Wilk and Client and is intended to create a consistent, efficient, and enforceable structure under which Wilk may deliver services and products without requiring the renegotiation of core terms for each individual engagement.

This Agreement includes and incorporates by reference all applicable:

• Statements of Work (“SOWs”),

• Quotes,

• Proposals,

• Invoices,

• Purchase Orders,

• Service Schedules,

• Exhibits,

• Addenda,

• Schedules, and

• Written amendments,

whether attached hereto, executed concurrently herewith, or issued by Wilk from time to time in connection with Client’s engagement (collectively, the “Exhibits”). Each such Exhibit shall form an integral and binding part of this Agreement as if fully set forth herein.

In the event of any conflict between this Agreement and any Exhibit, this Agreement shall govern, unless the applicable Exhibit expressly states otherwise.

Execution of this Agreement, acceptance of any SOW or Exhibit, issuance of a purchase order, payment of any invoice, or acceptance of delivery of any products or services shall constitute Client’s acknowledgment and agreement to be bound by the terms of this Agreement.

This Agreement is intended to protect both parties, allocate risk appropriately, enable efficient project execution, and support long-term collaboration across multiple services and engagements.
 

SECTION 1 - DEFINITIONS

1.1 “Wilk”

For purposes of this Master Services Agreement (“Agreement”), the following capitalized terms shall have the meanings set forth below. Any capitalized term used but not defined herein shall have its plain and ordinary meaning as commonly understood in the dental, medical, construction, and equipment distribution industries.

“Wilk” means Wilk Solutions Corp., including its affiliates, subsidiaries, officers, directors, employees, agents, contractors, consultants, successors, and assigns.

1.2 “Client”

“Client” means the individual, professional corporation, partnership, company, or other legal entity purchasing, receiving, or benefiting from any Services or Equipment provided by Wilk, including any authorized representatives, owners, employees, contractors, or agents acting on Client’s behalf.

1.3 “Services”

“Services” means any and all services provided by Wilk, whether directly or indirectly, including but not limited to:

• Design and planning services

• Equipment sourcing, supply, coordination, or installation

• Construction coordination or clinic build services

• Project management and scheduling

• Servicing, maintenance, troubleshooting, or support

• Consulting, advisory, or enablement services as expressly described in an applicable Statement of Work (“SOW”) or Exhibit

Any services not expressly included in writing are deemed excluded.

1.4 “Equipment”

“Equipment” means any dental, medical, veterinary, sterilization, imaging, mechanical, electrical, or related equipment supplied, sold, arranged, coordinated, or installed by Wilk, whether new, refurbished, used, white-labeled, or sourced through third parties.

1.5 “New Equipment”

“New Equipment” means equipment represented as new and unused at the time of sale, subject solely to the manufacturer’s standard warranty, terms, and conditions.

1.6 “Refurbished Equipment” / “Used Equipment”

“Refurbished Equipment” or “Used Equipment” means any equipment that is not new, including previously owned, reconditioned, remanufactured, or resold equipment, whether tested or inspected prior to sale, and sold subject to the specific terms set forth in Exhibit B.

1.7 “Design Services”

“Design Services” means planning, layout, CAD drawings, renderings, engineering coordination, or architectural support provided by Wilk or its partners, whether preliminary or final, and whether used for pricing, permitting, or construction.

Design Services are advisory in nature and do not constitute professional architectural or engineering services unless expressly stated.

1.8 “Construction Services”

“Construction Services” means coordination, oversight, management, or enablement of clinic build-outs, renovations, or installations, including coordination with general contractors, trades, inspectors, engineers, and suppliers, as expressly defined in an applicable SOW or Exhibit.

Wilk does not warrant or guarantee the performance of third-party contractors unless expressly agreed in writing.

1.9 “Statement of Work” or “SOW” or “Service Report(s)”

“Statement of Work” or “SOW” or “Service Report(s) means a written, transaction-specific document executed by Wilk and Client that defines the scope, pricing, timeline, and deliverables for specific Services or Equipment, and which is governed by this Agreement and applicable Exhibits.

6 1.10 “Exhibits”

“Exhibits” means the schedules, exhibits, or appendices attached to this Agreement that govern specific categories of Services or Equipment, including but not limited to:

• Exhibit A - Statement of Work (SOW)

• Exhibit B - Equipment Purchase Terms

• Exhibit C - Payment & Financing Terms

• Exhibit D - Design & Pre-Construction Services

• Exhibit E - Service & Maintenance Terms

• Exhibit F - Intellectual Property & Confidentiality

• Exhibit G - Referral & Incentive Program

Only the Exhibits expressly incorporated apply to a given transaction.

1.11 “Acceptance”

“Acceptance” means Client’s confirmation or deemed acceptance of Services or Equipment, which shall occur upon:

• Delivery, installation, or use of Equipment, or

• Completion or performance of Services, unless Client provides written notice of material non-conformity within the time period specified in this Agreement or applicable Exhibit.

1.12 “Change Order”

“Change Order” means any modification, addition, or deviation from the agreed scope of Services or Equipment, whether requested by Client or required due to site conditions, regulatory requirements, or third-party constraints, which may result in additional fees, extended timelines, or revised deliverables.

1.13 “Third-Party Providers”

“Third-Party Providers” means manufacturers, suppliers, general contractors, subcontractors, engineers, inspectors, regulators, utilities, landlords, lenders, or any other third party not directly employed by Wilk.

Wilk does not control and is not responsible for the actions, delays, or decisions of Third-Party Providers.

1.14 “Force Majeure”

“Force Majeure” means events beyond Wilk’s reasonable control, including but not limited to acts of God, labor shortages, supply chain disruptions, regulatory delays, inspections, strikes, pandemics, transportation delays, or governmental actions.

1.15 “Fees”

“Fees” means all amounts payable by Client to Wilk for Services, Equipment, travel, expenses, taxes, or other charges as set forth in this Agreement, applicable Exhibits, SOWs, invoices, or quotes.

1.16 “Confidential Information”

“Confidential Information” means any non-public business, technical, financial, pricing, design, operational, or strategic information disclosed by Wilk to Client, whether orally or in writing.

1.17 “Effective Date”

“Effective Date” means the date on which this Agreement is accepted or executed by Client, whether electronically, in writing, or by conduct.

1.18 “Client Materials”

“Client Materials” means any equipment, products, components, software, sensors, supplies, data, instructions, measurements, or other materials provided, selected, specified, or required by Client or any third party on Client’s behalf, whether supplied directly to Wilk or introduced into the project site or clinic environment. Wilk makes no representations or warranties regarding Client Materials and shall have no responsibility for the performance, compatibility, safety, compliance, availability, or suitability of Client Materials unless expressly agreed in writing.

1.19 “Business Day”

“Business Day” means any day other than a Saturday, Sunday, or statutory holiday observed in whichever province or territory work is being done in inside of Canada.

1.20 “Deliverables”

“Deliverables” means the specific outputs, items, documents, results, or work product (including Equipment) that Wilk is required to provide to Client as expressly identified in an applicable SOW or Exhibit. Any items not expressly listed as Deliverables are deemed excluded.

1.21 “Non-Wilk Equipment”

“Non-Wilk Equipment” means any equipment, devices, components, software, or systems not supplied by Wilk, including existing clinic equipment, landlord-provided equipment, or third-party sourced equipment. Wilk is not responsible for the condition, compliance, performance, integration, compatibility, or ongoing operation of Non-Wilk Equipment unless expressly agreed in writing.

1.22 “Site”

“Site” means the physical location(s) where Services are performed or Equipment is delivered, installed, stored, or used, including the building, premises, unit, suite, and any associated areas required for access, staging, or execution of the work.

1.23 “Site Conditions“

“Site Conditions” means the physical, structural, mechanical, electrical, plumbing, environmental, regulatory, or other conditions at or relating to the Site, whether visible or concealed, and whether known or unknown at the time of quoting or execution, including but not limited to hidden utilities, insufficient capacity, code deficiencies, hazardous materials, structural limitations, landlord restrictions, access limitations, or any pre-existing defects. Site Conditions may give rise to Change Orders, revised timelines, and additional Fees.

1.24 “Inspection”

“Inspection” means any inspection, review, examination, audit, approval, permit review, occupancy review, compliance visit, or other assessment by any governmental authority, regulatory body, professional college, association, health authority, building department, fire authority, landlord, lender, or other third party having jurisdiction or influence over the Services, Equipment, or Site. Wilk does not control and is not responsible for the timing, conduct, requirements, outcomes, or decisions of any Inspection.

1.25 “Substantial Completion”

“Substantial Completion” means the stage at which the Services (including Construction Services, where applicable) are sufficiently complete in accordance with the applicable SOW such that the clinic, area, or work product can be used for its intended purpose, notwithstanding the existence of minor deficiencies, punch-list items, adjustments, calibration, or other non-material outstanding items that do not materially prevent such intended use.

1.26 “Completion”

“Completion” means the completion of the Services or delivery/installation of Equipment in accordance with the applicable SOW and/or Exhibit, subject to any permitted exclusions, limitations, or assumptions, and excluding minor deficiencies that do not materially impair the intended use. For clarity, Completion and/or Substantial Completion shall not be delayed or withheld due to aesthetic preferences, minor adjustments, administrative documentation, or non-material punch-list items.

1.27 “Credit”

“Credit” means a discretionary, non-cash account adjustment issued by Wilk in writing that may be applied solely toward future purchases of Equipment and/or Services from Wilk, subject to the conditions stated at issuance. Unless expressly stated in writing, a Credit:
(i) is not transferable;
(ii) is not redeemable for cash;
(iii) is not interest-bearing;
(iv) may not be applied against any outstanding balances, overdue invoices, or amounts previously due; and
(v) may be revoked or modified if issued in error or if Client is in breach of this Agreement.

1.28 “Refund”

“Refund” means the return of funds previously paid by Client to Wilk, if and only if expressly authorized in writing by Wilk under the applicable SOW or Exhibit. For clarity, Credits are not Refunds, and no Refund shall be owed unless expressly stated in writing.
 

SECTION 2 - SCOPE OF RELATIONSHIP & SERVICES

2.1 Relationship Framework

(a) Master Framework.
This Agreement establishes the master terms and conditions under which Wilk may provide Services and/or Equipment to Client. No Services shall be performed and no Equipment shall be supplied except pursuant to (i) this Agreement and (ii) an applicable SOW and/or applicable Exhibit(s).

(b) No Obligation to Engage.
Wilk may accept or decline any project, sale, or engagement in its sole discretion. Wilk is not obligated to provide any Services or Equipment until an SOW is executed (or otherwise accepted in writing by Wilk) and any required deposits or advance payments are received in cleared funds.

(c) Enablement Model.
Wilk operates as a clinic enablement and delivery organization that may coordinate, source, plan, supply, install, manage, or facilitate Services and Equipment through a combination of Wilk personnel and Third-Party Providers, as applicable.

2.2 Scope is Limited to Written Documentation

(a) Written Scope Controls.
The scope of Wilk’s obligations is strictly limited to the Deliverables and responsibilities expressly stated in the applicable SOW and/or applicable Exhibit(s).

(b) Exclusions by Default.
Any items, tasks, products, services, deliverables, permits, approvals, site work, finishes, technology, furniture, IT, networking, staffing, training, compliance activities, or other requirements not expressly included in writing are excluded and shall constitute a Change Order if requested or required.

(c) No Reliance on Informal Communications.
Verbal discussions, marketing materials, website content, informal messages (including text, social media, or marketplace communications), or preliminary budgets/estimates are for informational purposes only and do not create binding obligations unless incorporated into an executed SOW.

2.3 Safety and Site Conduct

Client shall maintain a safe work environment and comply with applicable health and safety requirements at the Site. Wilk may suspend work if unsafe conditions exist, without liability, until conditions are corrected.

2.4 Statements of Work and Hierarchy of Documents

(a) SOW Requirement.
Each project or transaction shall be governed by an SOW (or written quote/invoice explicitly incorporating this Agreement) describing the applicable Services and/or Equipment, Fees, payment schedule, key assumptions, and any deliverables.

(b) Document Hierarchy.
In the event of any conflict, the following order of precedence applies:

• (i) an executed Change Order (if applicable);

• (ii) the applicable Exhibit for the relevant category of Services/Equipment;

• (iii) the executed SOW;

• (iv) this Agreement.

(c) No Expansion by Reference.
References in an SOW to “turnkey,” “full build,” “end-to-end,” “all-in,” “complete,” or similar phrases do not expand Wilk’s obligations beyond the express line-item scope and Deliverables stated in the SOW and applicable Exhibits.

2.5 Wilk Responsibilities

Subject to the applicable SOW and Exhibits, Wilk may perform one or more of the following roles:

(a) Planning and Coordination.
Project coordination, sequencing, scheduling, procurement coordination, stakeholder coordination, and project communications.

(b) Sourcing and Supply.
Identifying, sourcing, supplying, and coordinating Equipment and related components.

(c) Installation and Commissioning.
Coordinating and/or performing installation, integration, commissioning, calibration, or basic orientation, as expressly included.

(d) Construction Enablement.
Coordinating Construction Services, including facilitating and coordinating Third-Party Providers such as general contractors, trades, engineers, inspectors, and landlords, as expressly included.

(e) Servicing and Support.
Providing servicing, troubleshooting, and maintenance support, as expressly included and subject to Exhibit E.

For clarity, Wilk’s responsibility is to deliver the Services and Equipment expressly set forth in the applicable SOW and Exhibits, and not to provide unlimited support, free troubleshooting, or non-scoped work.

2.6 Client Responsibilities

Client acknowledges that Wilk’s ability to perform depends on Client’s timely cooperation. Client shall:

(a) Provide Accurate Information.
Provide complete and accurate information regarding the Site, business requirements, preferred operatory count, desired scope, equipment preferences, timelines, and any constraints.

(b) Disclose Site Conditions.
Disclose known Site Conditions, building restrictions, landlord requirements, and existing infrastructure limitations.

(c) Decision-Making and Approvals.
Provide timely decisions, selections, and approvals (including layouts, finishes, and equipment selections) within timelines reasonably requested by Wilk.

(d) Access.
Provide safe and timely access to the Site for Wilk and Third-Party Providers (including staging, deliveries, and inspections) and ensure required utilities are available where needed.

(e) Regulatory Cooperation.
Cooperate with all Inspections and provide required documents, authorizations, and signatures as required by authorities having jurisdiction.

(f) Payment.
Pay all Fees strictly in accordance with Section 3 and the applicable SOW.

(g) Use and Care.
Use Equipment in accordance with manufacturer instructions and Wilk guidance and ensure staff are appropriately trained for safe operation.

Failure by Client to satisfy these responsibilities may result in delays, additional Fees, Change Orders, suspension, and/or termination, without liability to Wilk.

2.7 Equipment Scope Boundaries

(a) Manufacturer Specifications Govern.
Equipment performance is governed by manufacturer specifications and applicable warranties.

(b) Compatibility Limitations.
Wilk does not guarantee compatibility with Client Materials or Non-Wilk Equipment unless expressly stated in writing after review.

(c) Consumables and Operating Supplies.
Unless expressly included, consumables, operating supplies, specialized tools, IT/networking, software licensing, and subscriptions are excluded.

2.8 Third-Party Providers; Permits; Inspections; No Control

(a) Third-Party Providers.
Client acknowledges that certain Services and deliverables may be provided by Third-Party Providers (including engineers, general contractors, trades, suppliers, inspectors, regulators, utilities, landlords, or lenders).

(b) No Control.
Wilk does not control Third-Party Providers and shall not be responsible for their acts, omissions, delays, decisions, pricing changes, capacity constraints, quality, compliance determinations, or availability, except to the extent Wilk expressly assumes responsibility for a specific deliverable in an SOW.

(c) Permits and Approvals.
Permits, approvals, and engineering stamps may be required and may only be issued by licensed or authorized parties. Wilk may coordinate such processes but does not guarantee timing or outcome of approvals, permits, or Inspections.

(d) Regulatory Bodies.
Wilk does not guarantee compliance approvals, occupancy approvals, infection control approvals, radiography approvals, or any regulatory sign-offs, as these determinations are made solely by the relevant authorities.

(e) No Professional Advice.
Client acknowledges and agrees that, unless expressly stated otherwise in writing, Wilk does not provide legal, architectural, engineering, accounting, tax, regulatory, infection control, radiography, financial, or other professional advice. Any information, guidance, coordination, or assistance provided by Wilk is provided solely in a general, facilitative, or informational capacity and shall not be relied upon as professional advice. Client is solely responsible for retaining and relying upon its own licensed professionals and advisors for any matters requiring professional judgment, regulatory interpretation, or certification.

2.9 No Partnership; Independent Contractor

Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency relationship (except as expressly stated), employment relationship, or franchise relationship between the parties. Wilk is an independent contractor and retains control over the manner and means of performing the Services, subject to the applicable SOW. Unless expressly stated in writing.

2.10 Assumptions; Reliance on Client Inputs

Wilk’s quotes, SOWs, and timelines may rely on assumptions and Client-provided information. If such assumptions or information are incomplete, inaccurate, or change, Wilk may adjust pricing, timelines, and deliverables via Change Order, without liability.

2.11 No Guarantees; No Outcomes; No Revenue Representations

(a) No Outcome Guarantee.
Wilk does not guarantee any specific outcome, clinic performance, patient volume, revenue, profitability, inspection outcome, or opening date, except as expressly stated in writing.

(b) Timeline Estimates Only.
Any timelines are estimates only and are subject to Third-Party Providers, Site Conditions, Client decisions, permitting timelines, inspection timelines, availability of materials, and other factors.

(c) No Implied Turnkey Guarantee.
References to “turnkey” or “full build” describe the intended packaging of Wilk’s deliverables but do not create a guarantee that every conceivable component of a clinic is included unless expressly stated in an SOW.

(d) No Duty to Warn.
Client acknowledges that Wilk does not assume any duty to identify, predict, warn of, or advise Client regarding all possible risks, costs, regulatory outcomes, business considerations, economic feasibility, operational impacts, or future circumstances associated with Client’s project, decisions, or use of Equipment or Services. Client retains sole responsibility for evaluating risks and making final business and operational decisions, including decisions regarding scope, budget, sequencing, and equipment selection.

2.12 Change Orders and Scope Creep Control

(a) Change Order Requirement.
Any change to scope, deliverables, sequencing, Site Conditions, equipment selections, finishes, or timeline shall be documented as a Change Order prior to performance, including any associated Fees and timeline impacts.

(b) No Free Extras.
Wilk is not obligated to provide out-of-scope work, “quick fixes,” or “minor additions” without a Change Order, regardless of urgency or Client preference.

(c) Client-Caused Delays.
If Client fails to make selections, provide approvals, or provide access, Wilk may issue a Change Order for additional coordination time, storage costs, remobilization costs, rework, or supplier restocking fees.

2.13 Communications and Single Point of Contact

(a) Authorized Representative.
Client shall designate a single authorized representative with authority to approve scope, selections, Change Orders, and payments.

(b) Direction and Approvals.
Wilk is entitled to rely on instructions and approvals provided by Client’s authorized representative.

(c) No Multi-Party Conflicts.
Wilk is not responsible for delays or disputes arising from conflicting instructions among Client’s partners, associates, landlords, consultants, or staff.

2.14 Training, Usage, and Client-Caused Damage

(a) Client Responsibility for Proper Use.
Client is responsible for ensuring staff operate Equipment correctly and safely in accordance with instructions.

(b) Client-Caused Damage.
Wilk is not responsible for damage caused by improper installation by Client, misuse, unauthorized modification, failure to follow instructions, power issues, water issues, environmental conditions, or failure to perform routine maintenance.

(c) Remote Assistance.
Where Wilk provides remote assistance (phone/video), Client remains responsible for actions taken onsite unless Wilk expressly performs the work.

2.15 Reservation of Rights

All rights not expressly granted to Client under this Agreement are reserved by Wilk. Wilk may update its internal processes, subcontractor relationships, and operational methods provided that Deliverables under an executed SOW are materially maintained.
 

SECTION 3 - FEES, PAYMENT TERMS & FINANCIAL CONDITIONS

3.1 Fees and Pricing

(a) Fees Defined.
Client shall pay all Fees as set forth in the applicable SOW, Exhibit, quote, invoice, or other written documentation issued by Wilk.

(b) Estimates Only.
Unless expressly stated as fixed in writing, all pricing, budgets, ranges, or estimates provided by Wilk are non-binding estimates only and subject to change based on scope, Site Conditions, Client decisions, Third-Party Provider pricing, availability of materials, regulatory requirements, and other factors.

(c) Taxes.
Fees are exclusive of all applicable taxes, duties, levies, or government charges, which shall be paid by Client in addition to the Fees.

3.2 Deposits and Advance Payments

(a) Deposit Requirement.
Wilk may require deposits or advance payments prior to commencing any Services, ordering Equipment, reserving production capacity, initiating design work, or scheduling Third-Party Providers.

(b) Non-Refundable Nature.
Unless expressly stated otherwise in writing, all deposits and advance payments are non-refundable and shall be applied toward the total Fees.

(c) Cleared Funds.
Wilk shall have no obligation to commence work, place orders, or release Equipment until required payments are received in cleared funds.

3.3 Milestone Payments

(a) Milestone Structure.
For projects involving phased Services (including design, construction, or installation), Fees shall be payable in accordance with the milestone schedule set forth in the applicable SOW.

(b) Milestone Completion.
Milestones are deemed achieved upon Substantial Completion of the applicable phase, notwithstanding minor deficiencies or punch-list items.

(c) No Conditioning.
Client may not condition payment of any milestone on completion of future milestones, final inspections, clinic opening, regulatory approvals, or subjective satisfaction.

3.4 Invoices and Payment Timing

(a) Invoice Issuance.
Wilk may issue invoices upon achievement of milestones, delivery of Equipment, performance of Services, or as otherwise specified in writing.

(b) Payment Due Date.
Unless otherwise stated in writing, invoices are due immediately upon receipt.

(c) Time is of the Essence.
Time for payment is of the essence of this Agreement.

3.5 No Set-Off; No Withholding

(a) Absolute Payment Obligation.
Client’s obligation to pay Fees is unconditional and shall not be subject to set-off, withholding, deduction, counterclaim, or abatement for any reason.

(b) Disputes Do Not Suspend Payment.
Any disputes, claims, or issues, whether related to Equipment, Services, Credits, or otherwise, shall be addressed separately and shall not delay or excuse payment of any undisputed or previously invoiced amounts.

This subsection is non-negotiable.

3.6 Credits vs Refunds

(a) Credits Are Discretionary.
Any Credits issued by Wilk are discretionary, non-cash adjustments governed by Section 1.27 and are not refunds.

(b) No Retroactive Application.
Credits may only be applied toward future purchases of Equipment or Services and may not be applied to outstanding, overdue, or previously invoiced amounts unless expressly authorized in writing by Wilk.

(c) No Implied Rights.
Issuance of a Credit does not create any obligation to issue future Credits or establish precedent.

3.7 Late Payments; Interest

(a) Interest.
Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

(b) Costs of Collection.
Client shall be responsible for all reasonable costs incurred by Wilk in collecting overdue amounts, including administrative costs, legal fees, collection agency fees, and disbursements.

3.8 Suspension of Work

(a) Right to Suspend.
Wilk may immediately suspend Services, deliveries, installations, support, servicing, or further performance if Client fails to make any payment when due.

(b) No Liability for Suspension.
Wilk shall not be liable for delays, damages, costs, or consequences arising from such suspension.

(c) Restart Costs.
Client shall be responsible for remobilization costs, storage fees, rescheduling fees, and any Third-Party Provider charges incurred as a result of suspension.

3.9 Ownership; Risk of Loss

(a) Title Retention.
Title to Equipment may, at Wilk’s option, remain with Wilk until payment is received in full, notwithstanding delivery or installation.

(b) Risk of Loss.
Risk of loss passes to Client upon delivery to the Site or Client’s designated location, unless otherwise stated in writing.

3.10 Suspension of Servicing for Non-Payment

Without limiting Section 3.8, Wilk may suspend or terminate any servicing, support, or maintenance agreements for Equipment if Client is in arrears under this Agreement, without liability.

3.11 Financial Solvency Representation

Client represents and warrants that it has sufficient financial resources to meet its obligations under this Agreement and that it is not entering into this Agreement with the intent to delay, condition, or avoid payment.

3.12 No Contingent Payments

Wilk shall not accept, and Client shall not impose, any contingent payment terms, including payment conditioned upon clinic opening, financing approval, inspections, patient revenue, or third-party performance, unless expressly agreed in writing.

3.13 Survival

Client’s payment obligations under this Section 3 shall survive completion, suspension, termination, or expiration of this Agreement for any reason.
 

SECTION 4 - ACCEPTANCE, FINALITY & COMPLETION

4.1 Acceptance of Equipment

(a) Deemed Acceptance.
All Equipment shall be deemed accepted by Client upon the earliest of:

• (i) delivery to the Site or Client’s designated location;

• (ii) installation or commissioning; or

• (iii) first use of the Equipment by Client or its personnel.

(b) Inspection Period.
Client shall inspect all Equipment promptly upon delivery or installation. Any claims of material non-conformity must be provided to Wilk in writing within five (5) Business Days of delivery or installation. Failure to provide such notice shall constitute irrevocable Acceptance.

(c) Minor Issues.
Minor defects, cosmetic issues, calibration adjustments, or manufacturer-related matters that do not materially impair intended use shall not delay or invalidate Acceptance.

4.2 Acceptance of Services

(a) Services Acceptance.
Services shall be deemed accepted upon completion or Substantial Completion of the applicable Services, as determined by Wilk in accordance with the applicable SOW.

(b) Use Constitutes Acceptance.
Continued use of Services, Deliverables, or any portion of the work product constitutes Acceptance.

(c) No Subjective Standard.
Acceptance shall not be contingent upon subjective satisfaction, personal preference, aesthetic opinions, or post-hoc expectations not expressly set forth in the applicable SOW.

4.3 Substantial Completion

(a) Definition Applied.
Substantial Completion shall occur when the Services or Construction Services are sufficiently complete to permit their intended use, notwithstanding minor deficiencies, punch-list items, administrative documentation, or non-material adjustments.

(b) Effect of Substantial Completion.
Upon Substantial Completion:

• (i) the applicable milestone shall be deemed achieved;

• (ii) related Fees shall become immediately due and payable; and

• (iii) Wilk’s primary performance obligations shall be deemed satisfied, subject only to completion of agreed punch-list items.

4.4 Punch-List Items

(a) Limited Scope.
Punch-list items shall be limited to objectively verifiable, non-material deficiencies that prevent full functionality as expressly defined in the SOW.

(b) No Expansion of Scope.
Punch-list items may not be used to introduce new scope, design changes, upgrades, or additional services.

(c) No Payment Withholding.
The existence of punch-list items does not permit withholding, delaying, or conditioning payment of any Fees.

4.5 Finality of Completion

(a) Final Completion.
Upon completion of punch-list items (if any), the Services shall be deemed finally completed with no further obligations except as expressly stated in writing.

(b) No Open-Ended Obligations.
Wilk shall have no obligation to perform additional work, modifications, or adjustments beyond the agreed scope absent a Change Order.

4.6 No Retroactive Rejection

Client may not retroactively reject Equipment or Services after Acceptance has occurred, including based on subsequent inspections, regulatory feedback, business performance, staffing issues, or changes in Client expectations.

4.7 Regulatory Inspections and Third-Party Feedback

(a) Inspections Do Not Delay Acceptance.
Acceptance is not conditioned upon, delayed by, or contingent on the outcome of any Inspection or third-party review.

(b) Post-Acceptance Adjustments.
Any changes required by regulatory authorities after Acceptance shall constitute additional Services subject to a Change Order, unless expressly included in the SOW.

4.8 No Conditional Acceptance

Acceptance may not be conditioned on:

• Financing approval

• Clinic opening

• Revenue generation

• Patient volume

• Staffing readiness

• Third-party vendor performance

4.9 Survival

The provisions of this Section 4 shall survive Completion, Substantial Completion, Acceptance, suspension, or termination of this Agreement.
 

SECTION 5 - WARRANTIES, DISCLAIMERS & LIMITATIONS OF RELIANCE

5.1 Manufacturer Warranties Only

(a) Pass-Through Warranties.
To the extent applicable, Equipment may be covered by manufacturer warranties, which are provided directly by the manufacturer and subject solely to the manufacturer’s terms, conditions, limitations, and exclusions.

(b) No Wilk Warranty.
Wilk does not provide any independent warranty on Equipment except as expressly stated in writing. Wilk makes no representation or guarantee regarding manufacturer warranty coverage, duration, response time, or outcomes.

5.2 No Guarantees of Performance or Outcomes

Wilk does not warrant or guarantee any particular clinical, operational, financial, regulatory, inspection, or business outcome, including but not limited to clinic profitability, inspection approval, patient volume, equipment uptime, or service response times.

5.3 No Reliance on Informal Statements

Client acknowledges that it has not relied upon any statements, estimates, examples, representations, or assurances not expressly set forth in this Agreement or an executed SOW, including but not limited to verbal discussions, emails, marketing materials, demonstrations, renderings, or prior experiences with other clinics.

5.4 Regulatory and Inspection Disclaimer

(a) No Warranty of Approval.
Wilk does not warrant that any Equipment, layout, or construction will satisfy all current or future regulatory, inspection, or association requirements.

(b) Changing Standards.
Client acknowledges that regulatory requirements, inspector interpretations, and enforcement practices may change and vary by jurisdiction and individual inspector.

(c) Post-Acceptance Adjustments.
Any modifications required after Acceptance due to inspection feedback constitute additional Services subject to a Change Order.

5.5 Client Responsibility for Use and Maintenance

Wilk shall not be responsible for failures, damage, or performance issues arising from:

• (a) improper installation not performed or supervised by Wilk;

• (b) misuse, neglect, improper maintenance, or unauthorized modification;

• (c) use inconsistent with manufacturer guidelines;

• (d) failure to follow provided instructions or training; or

• (e) third-party servicing or intervention.

5.6 Refurbished and Used Equipment

(a) AS-IS Sale.
All refurbished, used, reconditioned, or previously owned Equipment is sold “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” unless expressly stated otherwise in writing.

(b) No Implied Warranties.
Without limiting the foregoing, refurbished or used Equipment is sold without any implied warranties of merchantability, fitness for a particular purpose, durability, or performance.

(c) Risk Allocation.
Client acknowledges and accepts the inherent risks associated with refurbished or used Equipment, including the possibility of failure, reduced lifespan, intermittent performance issues, or incompatibility with future upgrades or regulatory changes.

(d) Credits at Wilk’s Discretion.
Any replacement, repair, accommodation, or credit offered by Wilk with respect to refurbished or used Equipment is discretionary, non-cash, non-transferable, and shall not constitute an admission of fault or ongoing obligation.

(e) Limited Express Warranty (If Applicable).
Notwithstanding Sections 5.1 through 5.2(d), Wilk may, in its sole discretion, offer a limited express warranty on certain refurbished or used Equipment, only if expressly stated in writing in the applicable SOW, invoice, or warranty addendum. Any such limited express warranty shall:

• (i) be limited to specific parts only;

• (ii) be limited to a defined warranty period expressly stated in writing;

• (iii) exclude labor, travel, freight, removal, reinstallation, downtime, and consequential costs unless expressly stated otherwise;

• (iv) be conditioned upon proper use, maintenance, and servicing consistent with manufacturer guidelines; and

• (v) automatically terminate upon misuse, improper installation, unauthorized servicing, or modification by any party other than Wilk or its authorized service providers.

Absent such express written warranty, all refurbished or used Equipment shall remain sold AS IS and WITH ALL FAULTS.

5.7 Exclusive Remedy

To the fullest extent permitted by law, Client’s sole and exclusive remedy for any claim related to Equipment or Services shall be limited to the remedies expressly stated in this Agreement. In no event shall Wilk be obligated to refund amounts paid except as expressly provided herein.

5.8 No Implied Professional Advice

Nothing in this Agreement shall be construed as providing professional advice, certification, or assurance regarding engineering integrity, infection control compliance, radiography standards, or legal or financial suitability. Client is solely responsible for engaging appropriate licensed professionals where required.

5.9 Survival

The provisions of this Section 5 shall survive delivery, installation, Acceptance, Completion, termination, or expiration of this Agreement.
 

SECTION 6 - CHANGE ORDERS, SCOPE ADJUSTMENTS & CLIENT-INITIATED MODIFICATIONS

6.1 Defined Scope Controls

All Services, Equipment, construction activities, designs, layouts, coordination, and deliverables are strictly limited to those expressly set forth in the applicable SOW. Any work, materials, coordination, redesign, procurement, or assistance not expressly included in the SOW shall be deemed outside the scope of this Agreement.

6.2 No Implied Changes

Client acknowledges that:

• (a) requests, discussions, emails, site conversations, or informal approvals do not modify the scope;

• (b) Wilk shall have no obligation to perform any additional work absent a fully executed Change Order; and

• (c) continued cooperation, assistance, or preliminary evaluation by Wilk does not constitute acceptance of a scope change.

6.3 Client-Initiated Modifications

Any modification requested by Client, including but not limited to changes in:

• equipment selection or quantities

• layouts, finishes, or materials

• timelines or sequencing

• regulatory accommodations

• utility locations or capacities

shall require a Change Order and may impact price, schedule, availability, and warranties.

6.4 Change Order Requirement

(a) Written Change Orders Only.
All changes must be documented in a written Change Order signed by both parties prior to execution.

(b) Prepayment.
Wilk may require full or partial prepayment of Change Order costs before commencing changed work.

(c) No Obligation to Accept.
Wilk reserves the right to reject any Change Order request in its sole discretion.

6.5 Pricing of Change Orders

Change Orders shall be priced based on:

• (a) additional labor, materials, equipment, freight, and third-party costs;

• (b) administrative, coordination, and scheduling impacts; and

• (c) reasonable overhead and profit margins.

Time spent evaluating, pricing, or coordinating Change Orders may be billable, whether or not the Change Order is ultimately approved.

6.6 Schedule Adjustments

Any Change Order may extend timelines. Wilk shall not be liable for delays arising from:

• Change Order requests

• Client indecision or revisions

• rework caused by Client-directed changes

Schedule impacts shall be deemed accepted upon execution of the Change Order.
 

SECTION 7 - SERVICING, MAINTENANCE & ONGOING SUPPORT

7.1 Servicing is Separate from Sales and Builds

(a) Separate Engagement.
Unless expressly stated in writing, the sale of Equipment and/or completion of build Services does not include ongoing servicing, maintenance, or support. Any servicing or maintenance provided by Wilk shall be governed by a separate SOW, service plan, and/or Exhibit E.

(b) No Implied Support.
Wilk shall have no obligation to provide ongoing support, troubleshooting, training, or maintenance unless expressly agreed in writing.

7.2 Service Plans; Term; Renewal

(a) Service Plan Required.
Where servicing is offered, it shall be provided only under a written service plan or service agreement specifying term, scope, response expectations (if any), exclusions, and Fees.

(b) Term.
Service plans may be offered on a fixed term (e.g., annual) or month-to-month basis as specified in writing.

(c) Renewal.
Renewals, if any, shall occur only as expressly stated in writing and may be subject to revised pricing and terms.

7.3 Scope of Servicing

(a) Included Services Only.
Servicing is limited to the specific Equipment and tasks expressly listed in the service plan, SOW, and/or Exhibit E.

(b) Exclusions by Default.
Unless expressly included, servicing excludes:

• (i) consumables, accessories, and disposable parts;

• (ii) cosmetic issues;

• (iii) user error and training issues;

• (iv) network/IT/software issues;

• (v) damage from environmental conditions (water quality, power quality, HVAC, humidity);

• (vi) misuse, neglect, or unauthorized modifications; and

• (vii) any work required due to Site Conditions or third-party actions.

7.4 No Guaranteed Response Times

Unless expressly agreed in writing, Wilk does not guarantee response times, on-site arrival times, equipment uptime, or continuous operation. Any response estimates are non-binding and subject to scheduling, staffing, parts availability, travel constraints, and Client cooperation.

7.5 Parts, Labor, Travel, and Expenses

(a) Parts and Labor.
Unless expressly included in a service plan, parts and labor are billed separately at Wilk’s then-current rates.

(b) Travel and Expenses.
For on-site service, Client shall be responsible for travel time, mileage, accommodations, shipping, freight, courier charges, and other out-of-pocket expenses unless expressly included in writing.

(c) Remote Support.
Remote troubleshooting may be offered at Wilk’s discretion and may be billable unless expressly included.

7.6 Eligibility; Exclusivity; Third-Party Interference

(a) Eligibility Condition.
Wilk’s servicing obligations apply only to Equipment that, in Wilk’s reasonable judgment, is maintained in a serviceable condition and has not been modified, misused, or improperly installed.

(b) Third-Party Servicing Restriction.
If Client permits any third party (other than Wilk or Wilk-authorized providers) to inspect, repair, modify, adjust, relocate, or service any Equipment covered under a Wilk service plan, Wilk reserves the right, in its sole discretion, to:

• (i) exclude such Equipment from coverage,

• (ii) suspend servicing, and/or

• (iii) terminate the service plan without liability.

(c) Reinstatement.
If Wilk agrees to reinstate servicing after third-party interference, Wilk may require inspection, recalibration, testing, and/or replacement of parts at Client’s expense before coverage resumes.

7.7 Client Responsibilities for Servicing

Client shall:

• (a) provide reasonable access to the Site and Equipment;

• (b) ensure Equipment is clean, safe, and accessible;

• (c) ensure utilities are within required tolerances (power, water, air, suction);

• (d) follow recommended maintenance schedules; and

• (e) designate a point of contact authorized to approve billable work.

If Client fails to comply, Wilk may suspend service without liability, and any return visit shall be billable.

7.8 Emergency Calls and After-Hours Work

Unless expressly included, emergency, after-hours, weekend, holiday, or expedited service is not included and may be charged at premium rates. Availability is not guaranteed.

7.9 Suspension or Termination of Servicing

(a) For Non-Payment.
Wilk may suspend or terminate servicing immediately if Client is in arrears under this Agreement or any service plan.

(b) For Misuse / Unsafe Conditions.
Wilk may refuse service where conditions are unsafe, unsanitary, or pose risk to personnel or equipment.

(c) Discretionary Termination.
Where permitted by law and subject to any minimum term set forth in the service plan, Wilk may discontinue servicing with written notice, including where continued service would expose Wilk to unreasonable risk, repeated misuse, or material operational burden.

7.10 No Warranty Created by Servicing

Servicing, troubleshooting, diagnostics, or goodwill support provided by Wilk does not create any new warranty, guarantee, service obligation, acceptance reset, or assumption of liability, and does not modify the warranty status of any Equipment unless expressly stated in writing.

Wilk shall not be responsible for diagnosing, correcting, remediating, or assuming liability for issues caused by third-party service providers, unauthorized repairs, modifications, or interventions, whether occurring before or during any Wilk service engagement.

7.11 Priority Scheduling

Any priority scheduling, preferred booking, or service-level enhancements are available only if expressly stated in writing and may be modified based on capacity and staffing.

7.12 Survival

The provisions of this Section 7 shall survive Completion, Acceptance, suspension, or termination of this Agreement.
 

SECTION 8 - INTELLECTUAL PROPERTY, DESIGNS & COMMERCIAL RIGHTS

8.1 Absolute Ownership of Wilk Materials

All Wilk Materials are proprietary, confidential, and commercially sensitive intellectual property. Client acknowledges that Wilk Materials reflect Wilk’s accumulated experience, systems, efficiencies, and competitive strategies and are not generic or commodity work product.

Client acquires no ownership, implied license, learning rights, or derivative rights in Wilk Materials except as expressly stated in this Agreement.

8.2 Strict Purpose Limitation

Any limited license granted under this Agreement permits use of Wilk Materials solely for execution of the specific project with Wilk, and for no other purpose whatsoever.

Client shall not use Wilk Materials to:

• self-perform work;

• educate internal teams or third parties;

• develop competing designs or workflows;

• replicate concepts, sequencing, layouts, or methodologies; or

• improve Client’s negotiating position with other providers.

Even conceptual or “inspired by” use is prohibited.

8.3 Prohibition on Reverse Engineering and Knowledge Extraction

Client expressly agrees not to analyze, deconstruct, reverse engineer, extract, abstract, or otherwise attempt to derive Wilk’s processes, systems, pricing logic, sequencing, or operational methodologies from the Wilk Materials, whether for internal use or third-party engagement.

This prohibition applies regardless of whether the project proceeds.

8.4 No Educational or Training Rights

Nothing in this Agreement grants Client the right to treat Wilk’s work as instructional, educational, or transferable knowledge. Client acknowledges that Wilk is not providing training, curriculum, or enablement for independent replication.

8.5 Liquid Harm Acknowledgement

Client acknowledges that unauthorized use or disclosure of Wilk Materials would cause irreparable harm to Wilk for which monetary damages alone may be insufficient, and that Wilk shall be entitled to injunctive relief without the requirement to post bond, in addition to any other remedies available at law or equity.

8.6 Conditional License; Automatic Revocation

Any license granted under this Section is automatically revoked upon:

• non-payment;

• suspension or termination of Services;

• breach of this Agreement; or

• use of Wilk Materials outside the permitted scope.

Upon revocation, Client shall immediately cease all use and return or destroy all Wilk Materials.

8.7 No Workaround or Circumvention

Client shall not circumvent or attempt to circumvent this Section through:

• re-engaging Wilk personnel independently;

• engaging third parties to replicate Wilk’s work;

• “minor modifications” intended to disguise reuse; or

• splitting work across vendors to recreate Wilk’s system.

Circumvention shall be deemed a material breach.

8.8 First Right to Quote

Wilk’s first right to quote on future equipment purchases is an integral commercial protection tied to Wilk’s enablement role and survives completion of Services.

8.9 No Waiver by Affordability 30

Client acknowledges that Wilk’s pricing reflects operational efficiency and sourcing strategy, not transfer of intellectual capital. Affordability shall not be construed as permission to appropriate Wilk’s methods, designs, or systems.

8.10 Survival and Enforcement

This Section 8 survives indefinitely and is enforceable regardless of project completion, abandonment, or termination.
 

SECTION 9 - CONFIDENTIALITY & NON-DISCLOSURE

9.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or commercially sensitive information disclosed by Wilk to Client, whether orally, visually, electronically, or in writing, including but not limited to:

• pricing, quotes, cost structures, and margins

• designs, drawings, layouts, CAD files, renderings, and specifications

• sourcing strategies, supplier identities, and manufacturer relationships

• workflows, sequencing, systems, methodologies, and processes

• business plans, expansion strategies, and enablement models

• service practices, troubleshooting approaches, and operational logic

• any Wilk Materials as defined in Section 8

Confidential Information includes information disclosed before or after execution of this Agreement and whether or not marked as confidential.

9.2 Obligation of Confidentiality

Client shall:

• (a) keep all Confidential Information strictly confidential;

• (b) use Confidential Information solely for purposes expressly permitted under this Agreement; and

• (c) not disclose Confidential Information to any third party without Wilk’s prior written consent.

This obligation applies regardless of whether the project proceeds.

9.3 Permitted Disclosures (Strictly Limited) 31

Client may disclose Confidential Information only to its employees or advisors who:

• (a) have a legitimate need to know for the permitted purpose;

• (b) are bound by confidentiality obligations at least as restrictive as those herein; and

• (c) are informed that the information is proprietary to Wilk.

Client remains fully responsible for any breach by such persons.

9.4 Prohibited Disclosures and Uses

Without limiting the foregoing, Client shall not:

• share Confidential Information with other contractors or suppliers;

• use Confidential Information to solicit competing bids;

• disclose Confidential Information in marketing, presentations, or social media;

• reverse engineer or extract knowledge from Confidential Information;

• use Confidential Information to develop internal capabilities that feel “similar” to Wilk’s systems.

Intent is irrelevant. Unauthorized use alone constitutes breach.

9.5 No Publicity or Reference Without Consent

Client shall not use Wilk’s name, branding, materials, designs, images, or involvement in any public-facing manner—including testimonials, case studies, announcements, or references—without Wilk’s prior written consent.

Wilk may reference Client engagements at its discretion unless expressly prohibited in writing.

9.6 No Circumvention Through Third Parties

Client shall not disclose Confidential Information to third parties for the purpose of indirectly accomplishing any act prohibited under this Agreement. Circumvention through intermediaries shall be deemed a direct breach.

9.7 Return or Destruction of Confidential Information 32

Upon request or termination of this Agreement, Client shall promptly return or destroy all Confidential Information in its possession, including copies, extracts, and derivative materials, and certify such destruction in writing if requested.

9.8 No License or Transfer of Rights

Disclosure of Confidential Information does not grant Client any license, ownership interest, or right of use beyond the limited purposes expressly permitted under this Agreement.

9.9 Irreparable Harm and Injunctive Relief

Client acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Wilk for which monetary damages may be inadequate. Wilk shall be entitled to immediate injunctive relief, without bond, in addition to any other remedies available at law or equity.

9.10 Survival

The obligations set forth in this Section 9 shall survive indefinitely, regardless of Completion, Acceptance, suspension, termination, or expiration of this Agreement.
 

SECTION 10 - LIMITATION OF LIABILITY, INDEMNIFICATION & RISK ALLOCATION

10.1 Allocation of Risk

Client acknowledges and agrees that this Agreement reflects a negotiated allocation of risk between the parties, taking into account the Fees charged, the scope of Services, and Wilk’s role as an enablement and coordination provider rather than an insurer or guarantor of outcomes. Client agrees that Wilk would not enter into this Agreement without the limitations of liability set forth herein.

10.2 Limitation of Liability 33

To the fullest extent permitted by applicable law, Wilk’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total Fees actually paid to Wilk by Client under the applicable SOW giving rise to the claim.

Under no circumstances shall Wilk be liable for amounts exceeding this cap.

10.3 Exclusion of Consequential Damages

To the fullest extent permitted by law, Wilk shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:

• lost profits or revenue

• loss of business opportunity

• loss of goodwill or reputation

• loss of use or downtime

• financing costs

• inspection delays or failed inspections

• regulatory actions or penalties

• third-party claims or expectations

Even if Wilk has been advised of the possibility of such damages.

10.4 No Liability for Third Parties

Wilk shall not be liable for the acts, omissions, delays, failures, or performance of any third party, including but not limited to:

• manufacturers and suppliers

• contractors, subcontractors, or trades

• inspectors or regulatory bodies

• landlords, property managers, or utilities

• financing partners

Client acknowledges that Wilk does not control such third parties and that their conduct does not expand Wilk’s obligations or liability.

10.5 No Indemnification by Wilk

Except as expressly required by applicable law and not subject to contractual waiver, Wilk shall have no obligation to indemnify Client under this Agreement.

10.6 Client Indemnification 34

Client shall defend, indemnify, and hold harmless Wilk and its officers, directors, owners, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• (a) Client’s use or misuse of Equipment or Services;

• (b) Client’s failure to comply with laws, regulations, or inspection requirements;

• (c) Client-provided information, instructions, or approvals;

• (d) third-party servicing, modifications, or interference;

• (e) Client’s breach of this Agreement; or

• (f) claims by Client’s patients, employees, contractors, or invitees.

10.7 Insurance Disclaimer

Wilk does not provide insurance coverage for Client’s property, operations, Equipment, business interruption, or liability. Client is solely responsible for maintaining appropriate insurance coverage for its clinic, operations, personnel, and assets.

10.8 Time Limitation on Claims

Any claim or cause of action arising out of or related to this Agreement must be commenced within twelve (12) months after the event giving rise to the claim, or such claim shall be permanently barred.

This applies regardless of when damages are discovered.

10.9 No Reliance on Risk-Shifting

Client acknowledges that it has not relied on Wilk to assume, insure, or mitigate risks inherent in clinic ownership, construction, equipment operation, or regulatory compliance, and that such risks remain solely with Client.

10.10 Survival

The provisions of this Section 10 shall survive Completion, Acceptance, suspension, termination, or expiration of this Agreement.

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