Quality & Manufacturing Master Services Agreement, dated as of September 1, 2021, by and between Coastline International, Inc. and Lucid Diagnostics Inc

Exhibit 10.11

The specified manufacturing activities will take place at the SUPPLIER facility:

Coastline De Mexico, S.A. De C.V.

Calle Cipres N4-5 Fraccionamiento Las Brisas

Tijuana, Baja California, 22117 Mexico

Corporate related activities will take place at the SUPPLIER facility:

Coastline International, Inc.

1207 Bangor St.

San Diego, CA 92106

Notifications should be made to the representatives listed below for COMPANY and SUPPLIER. Other communications may be made between various parties as necessary to complete required activities.

SUPPLIER shall not allow a third party to manufacture, package, label, inspect, test, and release Product unless SUPPLIER has disclosed in writing to COMPANY the SUPPLIER’s use of a third party, the identity of the third party, and the COMPANY has provided written approval for the specific use of such third party.

If SUPPLIER employs a third party to perform any or part of the manufacturing, packaging, labelling, inspection, testing, cleaning, sterilization, release of sample results and/or handling of Product/Sample that is supplied to COMPANY, SUPPLIER shall assure that the third party has been fully qualified via the SUPPLIER’s third party qualification process prior to performing such activity (ies) unless the COMPANY is providing the qualification of the third party. In this case, the COMPANY will provide the SUPPLIER written qualification documentation.

SUPPLIER shall, however, retain all obligations under this Agreement in the event a third party is qualified by and employed by SUPPLIER, and shall be responsible for the third party’s performance in respect hereof. If a third party is used by SUPPLIER to manufacture, package, label, inspect, test, release and/or handle Products, COMPANY may, upon request, review the list of such third party(ies) during an on-site visit and/or audit pursuant to paragraph 9.1 of the table set forth in Section 21 below.

SUPPLIER shall not change any manufacturing, assembly, or testing process for the Product, or change any documentation, labeling, or specification of the Product without the prior written consent of COMPANY. If COMPANY determines that an engineering or specification change is desirable with respect to any Products, including changes required by regulatory authorities, COMPANY may propose such suggestions to SUPPLIER in writing. SUPPLIER shall advise COMPANY of the feasibility, cost impact, and the amount of time required to implement such change, as mutually agreed upon by PARTIES. In the event of COMPANY change requests due to engineering changes, component substitutions, or any other reason (other than reasons related to SUPPLIER’S gross negligence or willful misconduct), COMPANY shall be responsible to compensate SUPPLIER equal to the out-of- pocket cost incurred by SUPPLIER for the procured components, materials, or other supplies; provided that any such out-of-pocket costs shall have first been approved by COMPANY.

Any inventory (including finished goods, work-in-process, components, or raw material) or non-cancelable orders for components or raw material that are rendered excess or obsolete due to (in each case except as a result of SUPPLIER’S gross negligence or willful misconduct) (a) the cancellation, delay, or reduction by COMPANY of any Orders, (b) a sustained reduction in Orders that impacts any long lead time parts which SUPPLIER purchased with COMPANY’s advance written authorization in order to meet Order requirements and are non-cancelable or non-returnable, (c) Specification changes following Order acceptance, (d) minimum quantity purchases of component parts or raw material required to fill Orders (provided COMPANY was notified of, and approved, such minimum quantity purchases prior to submission of the Order), (e) the end of a Product’s life, or (f) the termination or expiration of this Agreement (other than due to material breach by SUPPLIER), will be the financial responsibility of the COMPANY, at SUPPLIER’s total purchase price including proportional freight costs, for finished goods and for all other items, including, without limitation, documented restocking charges paid by the SUPPLIER to its suppliers; provided that SUPPLIER uses its commercially reasonable efforts to mitigate any such costs. Notwithstanding the above, COMPANY’s maximum liability under this Section shall be for the cost paid (as defined above) for all inventories necessary to meet COMPANY issued Orders (and for raw material and components needed to produce the quantities of Product based on the then current Orders.) In the event minimum order quantities or long-lead items required to purchase in order to support COMPANY Orders, SUPPLIER will notify COMPANY of such procurement obligation upon Order acceptance, as excess or obsolete inventory will remain the financial responsibility of the COMPANY in accordance with this Section 9 (provided COMPANY was notified of, and approved, such procurement obligation, prior to SUPPLIER incurring such obligation).

The cost for contract manufacturing services for COMPANY Products shall be included in Appendix B, as the same may be updated from time to time by mutual agreement of the Parties. All prices quoted are exclusive of national, state, and local excise, sales, use and similar taxes, including any duties, and COMPANY shall be responsible for such items. The Parties shall, in good faith, negotiate changes in the pricing schedule due to changes in the: market price of materials, equipment, labor, process, and other production costs.

Except as otherwise agreed upon by both Parties, payment for any Products, services, or other costs to be paid by COMPANY hereunder is due thirty (30) days net from the date of issuance of invoice therefore and shall be made in lawful U.S. currency.

(a) Use, operation, maintenance, assembly, or storage by any party other than the SUPPLIER that is not in accordance with proper instructions, required specifications, regulatory requirements, or standard industry practice;

(b) Alteration by any party other than the SUPPLIER;

(c) Negligence by any party other than the SUPPLIER;

(d) Repair or modifications performed by anyone other than the SUPPLIER;

(e) Use in any manner or procedure other than that for which the Product is labeled;

(f) Use by any person other than trained medical personnel under order of a physician.

In the event of any defects in material not caused by SUPPLIER and notwithstanding SUPPLIER’s proper compliance with inspection parameters provided by COMPANY, the Parties shall, at COMPANY’s election and cost, cooperate to (1) as promptly as practicable have delivered a number of replacement Products equal to up to the number of Products affected by such defects, (2) ensure the defective Products are segregated from all other Products and appropriately disposed of, (3) conduct an investigation to determine and resolve the underlying cause of such defects, and (4) recover for the benefit of COMPANY any damages suffered by COMPANY from the third party responsible for such defects.

SUPPLIER warranty shall extend for a period equal to the shelf life of the product from the date of manufacture, not to exceed two (2) years or as otherwise agreed by the Parties.

In the event of a delay in the delivery of any Product that does not constitute an event of force majeure and that is not attributable to any act or omission of the COMPANY, SUPPLIER shall give written notice to COMPANY stating the reasons for such delay. SUPPLIER shall take reasonable actions necessary to reduce the period of delay of such production. If any such delay that is directly attributable to any act or omission of the SUPPLIER causes the delivery to be more than thirty (30) calendar days later than the scheduled delivery date, of which was confirmed by SUPPLIER, as set forth in the applicable CUSTOMER ORDER, COMPANY shall have the right to terminate this Agreement pursuant to the terms of Section 2.

SUPPLIER shall provide all necessary administrative services to effect shipment of equipment and material to Mexico, using the information supplied by COMPANY. Such administrative services shall include, but not be limited to, securing Mexican regulatory import permits or authorizations, preparation of required customs clearance papers, and all necessary trucking, handling, and storage. SUPPLIER will be the importer of record for Mexican Customs purposes and will manage payment for all Mexican customs tariffs, duties, bonds, and Mexican customs broker’s charges, and any all other charges, fees, levies, or permits made pursuant to Mexican law in effect as to the importation to and exportation from Mexico of COMPANY products and/or equipment, in each case after consultation with COMPANY. Aforementioned costs associated with COMPANY-specific products, if any, will be subject to approval beforehand by COMPANY, and subsequently itemized and invoiced to CUSTOMER for reimbursement. COMPANY will be responsible for all customs tariffs, duties, bonds, and customs broker’s charges, and any and all other charges, fees, levies, or assessments made pursuant to U.S. Customs Code as to the importation to and exportation from the U.S. of COMPANY product and/or equipment related to and properly incurred pursuant to this Agreement.

COMPANY shall indemnify SUPPLIER and its affiliates against all liabilities and expenses arising out of or in connection with any claim made by a third party for death, illness, personal injury, damage to property, or infringement of third party’s intellectual property to the extent that the damage is solely attributable to the acts or omissions of COMPANY, its employees, agents, or subcontractors (other than SUPPLIER). SUPPLIER shall indemnify COMPANY and its affiliates against all liabilities and expenses arising out of or in connection with any claim made by a third party for death, illness, personal injury, damage to property, or infringement of third party’s intellectual property to the extent that the damage is solely attributable to the acts or omissions of SUPPLIER, its employees, agents, or subcontractors.

The Parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other Party’s business. Both Parties agree to treat all such information, and the terms of this Agreement, as confidential, to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement and to comply in all respects with the terms and conditions of that certain Non-Disclosure, Non-Circumvention and Work Product Agreement, dated as of April 28, 2020, by and between the Parties (the “Confidentiality Agreement”). Upon the written request of any Party, all documents relating to its confidential information will be promptly returned to such Party.

During the term of this Agreement and ending one (1) year following the Termination Date, the Parties shall not, without each Party’s prior written consent, directly or indirectly hire, solicit, or encourage any person to leave the employment or other service of either Party.

Any delay in the performance of any of the duties or obligations of either Party hereto shall not be a considered a breach of the terms of the Agreement and the time required for performance shall be extended for a period equal to the period of such delay (not to exceed 90 days, after which the parties shall be entitled to terminate this Agreement), provided that such delay is caused by or the result of any acts of God, acts of the public enemy, insurrections, riots, labor disputes, including strikes, lockouts or boycotts, fires, explosions, flood or other unforeseeable causes beyond the control and without the fault or negligence of the Party so affected (including in connection with the COVID-19 pandemic). The Party so affected shall give prompt notice to the other Party of such cause, and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.

This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of law principles . In the event of any dispute or disagreement that the parties cannot resolve amicably within 15 days (or such longer period as they agree to), then as the exclusive means of resolving the dispute either party may require that the matter be settled by binding arbitration by giving notice of arbitration to the other. Arbitration will take place in the city of the party who receives notice of arbitration (unless another location is agreed to by the Parties), under the Commercial Rules and auspices of the American Arbitration Association. The parties will share the costs of the arbitration, though each shall bear its own costs. The arbitrator shall have no authority to award punitive damages.

This Agreement contains the entire agreement between the parties with respect to its subject matter, superseding prior agreements and merging all prior and contemporaneous negotiations, promises, and arrangements; provided that any confidentiality agreement between the parties shall remain in full force and effect and is hereby incorporated by reference. This Agreement may be amended or modified only by written instrument signed by the authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, or permitted successors or assigns.

Notifications to COMPANY

Notifications to SUPPLIER

Approvals

Appendix A

Appendix B