INVOcell Supply Agreement

CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Exhibit 10.4

INVOCELL SUPPLY AGREEMENT

This INVOCELL SUPPLY AGREEMENT (this “Agreement”) is made and entered into effective as of June 28, 2021 (the “Effective Date”) by and between INVO Bioscience Inc., a Nevada corporation (“INVO Bioscience”) and Bloom INVO LLC, a Delaware limited liability company (“Manager”). INVO Bioscience and Manager may be referred to individually as a “Party” and together as the “Parties.” Capitalized terms not defined herein shall have the meaning set forth in that certain JV Agreement (defined below).

RECITALS

WHEREAS, INVO Bioscience is a medical device manufacturer focused on creating simplified, lower cost treatments for patients diagnosed with infertility, using a patented medical device (the “INVOcell”) and a revolutionary in vivo method of vaginal incubation (the “INVO Procedure”) that offer patients a more natural and intimate experience. The INVOcell, the INVO Procedure and related devices and supplies created by INVO Bioscience are collectively referred to as the “Products”. The Products and the INVO Procedure are collectively referred to as the “INVO Technologies”; and

WHEREAS, INVO Bioscience is an Affiliate of INVO Centers, LLC (“INVO”), a Delaware limited liability company; and

WHEREAS, pursuant to that certain Joint Venture Agreement (the “JV Agreement”), dated as of the Effective Date, by and between INVO and Bloom Fertility, LLC (“Provider”), INVO and Provider will establish Manager as a joint venture for purposes of (i) assisting Provider in establishing a fertility center that will offer the INVO Technologies, along with related procedures (the “INVO Clinic”), and (ii) providing comprehensive management services to the INVO Clinic pursuant to that certain Management Services Agreement, dated as of the Effective Date, by and between Manager and Provider (the “MSA”); and

WHEREAS, subject to the terms set forth in this Agreement, the JV Agreement, the MSA, and that certain Distribution Agreement, dated November 12, 2018, by and among Ferring International Center S.A., INVO Bioscience and Bio X Cell, Inc., as amended, INVO Bioscience and Manager desire that INVO Bioscience serve as Manager’s exclusive supplier of the Products to be used at the INVO Clinic;

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and on the terms and subject to the conditions herein set forth, the parties, intending to be legally bound, hereby agree as follows:

Prices do not include handling, shipping and insurance charges, nor any taxes, such as property, sales, use, or similar taxes. The payment of the full amount of all such fees, charges and/or taxes will be the responsibility of the Manager. If INVO Bioscience is required to collect or pay any such fees, charges or taxes, the amounts so paid or collected will be billed to and reimbursed by the Manager. The Manager will provide INVO Bioscience with appropriate sales tax exemption certificate numbers and forms along with other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such fees, charges or taxes.

INVO Bioscience warrants to the Manager (purchaser of the product) for ninety (90) days from receipt of the Products, if used as authorized in accordance with INVO Bioscience specifications, that the Products will not have significant defects in materials or workmanship that make the Product unusable. If the Product is deemed unusable or defective it will be replaced by INVO Bioscience. INVO Bioscience makes no warranty or representation that the Products will meet any customer-specific requirements. INVO Bioscience makes no warranty, implied or otherwise, regarding the performance or reliability of any third-party products such as culture medium. This limited warranty does not cover damage of any sort resulting from, but not limited to, accidents, improper storage, improper operation, alterations, tampering, abuse, neglect, fire, flood, war, or acts of God. Additionally, this limited warranty does not cover unintended use, failure to follow instructions for use (“IFU”), re-use, modification to the Products or INVO Procedure or unauthorized repair/modification of the Products. INVO BIOSCIENCE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

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IN WITNESS WHEREOF, the Parties have caused this INVOCELL Supply Agreement to be executed by their duly authorized respective officers as of the Effective Date.